UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1
(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2 (b)
(Amendment No. )
Kyverna Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
501976104
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Westlake BioPartners Fund I, L.P. (“Westlake Fund I”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
3,787,940 shares, except that Westlake BioPartners GP I, LLC (“Westlake GP I”), the general partner of Westlake BioPartners Fund I, L.P. (“Westlake Fund I”), may be deemed to have sole voting power, and Dr. Beth C. Seidenberg (“Seidenberg”) and Dr. Sean E. Harper (“Harper”), the managing directors of Westlake GP I, may be deemed to have shared power to vote these shares. | |
| 6. | Shared Voting Power
See response to row 5 | ||
| 7. | Sole Dispositive Power
3,787,940 shares, except that Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole dispositive power, and Seidenberg and Harper, the managing directors of Westlake GP I, may be deemed to have shared power to dispose of these shares. | ||
| 8. | Shared Dispositive Power
See response to row 7 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,787,940 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
8.8% | ||
| 12. | Type of Reporting Person (See Instructions)
PN | ||
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Westlake BioPartners GP I, LLC (“Westlake GP I”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
3,787,940 shares, all of which are owned directly by Westlake Fund I. Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole voting power, and Seidenberg and Harper, the managing directors of Westlake GP I, may be deemed to have shared power to vote these shares. | |
| 6. | Shared Voting Power
See response to row 5. | ||
| 7. | Sole Dispositive Power
3,787,940 shares, all of which are owned directly by Westlake Fund I. Westlake GP I, the general partner of Westlake Fund I, may be deemed to have sole dispositive power, and Seidenberg and Harper, the managing directors of Westlake GP I, may be deemed to have shared power to dispose of these shares. | ||
| 8. | Shared Dispositive Power
See response to row 7. | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,787,940 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
8.8% | ||
| 12. | Type of Reporting Person (See Instructions)
OO | ||
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Westlake BioPartners Opportunity Fund I, L.P. (“Westlake Opportunity Fund I”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
735,984 shares, except that Westlake BioPartners Opportunity GP I, LLC (“Westlake Opportunity GP I”), the general partner of Westlake BioPartners Opportunity Fund I, L.P. (“Westlake Opportunity Fund I”), may be deemed to have sole voting power, and Seidenberg and Harper, the managing directors of Westlake Opportunity GP I, may be deemed to have shared power to vote these shares. | |
| 6. | Shared Voting Power
See response to row 5 | ||
| 7. | Sole Dispositive Power
735,984 shares, except that Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole dispositive power, and Seidenberg and Harper, the managing directors of Westlake Opportunity GP I, may be deemed to have shared power to dispose of these shares. | ||
| 8. | Shared Dispositive Power
See response to row 7 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
735,984 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
1.7% | ||
| 12. | Type of Reporting Person (See Instructions)
PN | ||
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Westlake BioPartners Opportunity GP I, LLC (“Westlake Opportunity GP I”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
735,984 shares, all of which are owned directly by Westlake Opportunity Fund I. Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole voting power, and Seidenberg and Harper, the managing directors of Westlake Opportunity GP I, may be deemed to have shared power to vote these shares. | |
| 6. | Shared Voting Power
See response to row 5. | ||
| 7. | Sole Dispositive Power
735,984 shares, all of which are owned directly by Westlake Opportunity Fund I. Westlake Opportunity GP I, the general partner of Westlake Opportunity Fund I, may be deemed to have sole dispositive power, and Seidenberg and Harper, the managing directors of Westlake Opportunity GP I, may be deemed to have shared power to dispose of these shares. | ||
| 8. | Shared Dispositive Power
See response to row 7. | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
735,984 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
1.7% | ||
| 12. | Type of Reporting Person (See Instructions)
OO | ||
|
|
|||
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Dr. Beth C. Seidenberg (“Seidenberg”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
United States of America | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
4,523,924 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 735,984 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole voting power over such shares, and Seidenberg and Harper, the managing directors of Westlake GP I and Westlake Opportunity GP I, may be deemed to have shared power to vote these shares. | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
4,523,924 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 735,984 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole dispositive power over such shares, and Seidenberg and Harper, the managing directors of Westlake GP I and Westlake Opportunity GP I, may be deemed to have shared power to dispose of these shares. | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,523,924 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
10.5% | ||
| 12. | Type of Reporting Person (See Instructions)
IN | ||
|
|
|||
| CUSIP No. 501976104 | 13G |
| 1. | Name of Reporting Persons
Dr. Sean E. Harper (“Harper”) | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | ||
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization
United States of America | ||
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | |
| 6. | Shared Voting Power
4,523,924 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 735,984 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole voting power over such shares, and Seidenberg and Harper, the managing directors of Westlake GP I and Westlake Opportunity GP I, may be deemed to have shared power to vote these shares. | ||
| 7. | Sole Dispositive Power
0 | ||
| 8. | Shared Dispositive Power
4,523,924 shares, of which 3,787,940 shares are owned directly by Westlake Fund I and 735,984 shares are owned directly by Westlake Opportunity Fund I. Westlake GP I and Westlake Opportunity GP I, the general partners of Westlake Fund I and Westlake Opportunity Fund I, respectively, may be deemed to have sole dispositive power over such shares, and Seidenberg and Harper, the managing directors of Westlake GP I and Westlake Opportunity GP I, may be deemed to have shared power to dispose of these shares. | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,523,924 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9
10.5% | ||
| 12. | Type of Reporting Person (See Instructions)
IN | ||
|
|
|||
Introductory Note: This joint statement on Schedule 13G (this “Statement”) is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.00001 per share (“Common Stock”), of Kyverna Therapeutics, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Kyverna Therapeutics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
5980 Horton St., STE 550
Emeryville, CA 94608
| Item 2(a). | Name of Person Filing: |
This Statement is being filed by Westlake BioPartners Fund I, L.P. (“Westlake Fund I”), Westlake BioPartners GP I, LLC (“Westlake GP I”), Westlake BioPartners Opportunity Fund I, L.P. (“Westlake Opportunity Fund I”) and Westlake BioPartners Opportunity GP I, LLC (“Westlake Opportunity GP I” and together with Westlake Fund I, Westlake GP I and Westlake Opportunity Fund I, the “Reporting Entities”) and Dr. Beth C. Seidenberg (“Seidenberg”) and Dr. Sean E. Harper (“Harper”) (together, the “Reporting Individuals”). The Reporting Entities and the Reporting Individuals are collectively referred to as the “Reporting Persons.”
| Item 2(b) | Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each Reporting Person is c/o Westlake BioPartners, LLC, 3075 Townsgate Road, Suite 140, Westlake Village, California 91361.
| Item 2(c). | Citizenship: |
Each of Westlake GP I and Westlake Opportunity GP I is a limited liability company organized under the laws of the State of Delaware. Each of Westlake Fund I and Westlake Opportunity Fund I is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.00001 par value per share.
| Item 2(e). | CUSIP Number: |
501976104
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
See Row 9 of the cover page for each Reporting Person.*
| (b) | Percent of class: |
See Row 11 of the cover page for each Reporting Person.*
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
See Row 5 of the cover page for each Reporting Person.*
| (ii) | Shared power to vote or to direct the vote |
See Row 6 of the cover page for each Reporting Person.*
| (iii) | Sole power to dispose or to direct the disposition of |
See Row 7 of the cover page for each Reporting Person.*
| (iv) | Shared power to dispose or to direct the disposition of |
See Row 8 of the cover page for each Reporting Person.*
| * | Except to the extent of a Reporting Person’s pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances set forth in the limited partnership agreement of each of Westlake Fund I and Westlake Opportunity Fund I and the limited liability company agreement of each of Westlake GP I and Westlake Opportunity GP I, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of the Group. |
Not applicable.
| Item 10. | Certifications. |
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 8, 2024
| Westlake BioPartners Fund I, L.P. | ||
| By: | Westlake BioPartners GP I, LLC | |
| Its: | General Partner | |
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| Westlake BioPartners GP I, LLC | ||
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| Westlake BioPartners Opportunity Fund I, L.P. | ||
| By: | Westlake BioPartners Opportunity GP I, LLC | |
| Its: | General Partner | |
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| Westlake BioPartners Opportunity GP I, LLC | ||
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| Dr. Beth C. Seidenberg | ||
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| Dr. Sean E. Harper | ||
| By: | /s/ Jennifer L. Kercher | |
| Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||
| * | This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included herein as exhibits to this Schedule 13G. |
EXHIBIT INDEX
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: November 8, 2024
| Westlake BioPartners Fund I, L.P. | Dr. Beth C. Seidenberg | |||
| By: | Westlake BioPartners GP I, LLC | By: | /s/ Jennifer L. Kercher | |
| Its: | General Partner | Jennifer L. Kercher | ||
| Attorney-in-Fact* | ||||
| By: | /s/ Jennifer L. Kercher | |||
| Jennifer L. Kercher | Dr. Sean E. Harper | |||
| Attorney-in-Fact* | ||||
| By: | /s/ Jennifer L. Kercher | |||
| Westlake BioPartners GP I, LLC | Jennifer L. Kercher | |||
| Attorney-in-Fact* | ||||
| By: | /s/ Jennifer L. Kercher | |||
| Jennifer L. Kercher | * This Joint Filing Agreement was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included herein as exhibits to this Schedule 13G. | |||
| Attorney-in-Fact* | ||||
| Westlake BioPartners Opportunity Fund I, L.P. | ||||
| By: | Westlake BioPartners Opportunity GP I, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Jennifer L. Kercher | |||
| Jennifer L. Kercher | ||||
| Attorney-in-Fact* | ||||
| Westlake BioPartners Opportunity GP I, LLC | ||||
| By: | /s/ Jennifer L. Kercher | |||
| Jennifer L. Kercher | ||||
| Attorney-in-Fact* | ||||
Exhibit 2
Power of Attorney
Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Schedule 13F, Schedule 13G, Schedule 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, federal or national agency (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person hereby further (i) authorizes and designates Jennifer L. Kercher (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted and (ii) approves and ratifies all prior Reports executed and/or filed on behalf of each such Reporting Person by the Authorized Signatory.
The authority of the Designated Filer and the Authorized Signatory under this Power of Attorney with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.
Date: February 6, 2024
| WESTLAKE BIOPARTNERS FUND I, L.P. | WESTLAKE BIOPARTNERS GP I, LLC | |||
| a Delaware Limited Partnership | a Delaware Limited Liability Company | |||
| By: | Westlake BioPartners GP I, LLC | By: | /s/ Sean E. Harper | |
| a Delaware Limited Liability Company | Sean E. Harper | |||
| Its General Partner | Managing Director | |||
| By: | /s/ Sean E. Harper | By: | /s/ Beth C. Seidenberg | |
| Sean E. Harper | Beth C. Seidenberg | |||
| Managing Director | Managing Director | |||
| By: | /s/ Beth C. Seidenberg | SEAN E. HARPER | ||
| Beth C. Seidenberg | ||||
| Managing Director | By: | /s/ Sean E. Harper | ||
| Sean E. Harper | ||||
| BETH C. SEIDENBERG | ||||
| By: | /s/ Beth C. Seidenberg | |||
| Beth C. Seidenberg | ||||
Exhibit 3
Power of Attorney
Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates Westlake BioPartners Opportunity GP I, LLC or such other person or entity as is designated in writing by Beth C. Seidenberg (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Schedule 13F, Schedule 13G, Schedule 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, federal or national agency (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).
Each Reporting Person hereby further (i) authorizes and designates Jennifer L. Kercher (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted and (ii) approves and ratifies all prior Reports executed and/or filed on behalf of each such Reporting Person by the Authorized Signatory.
The authority of the Designated Filer and the Authorized Signatory under this Power of Attorney with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.
Date: February 6, 2024
| WESTLAKE BIOPARTNERS OPPORTUNITY FUND I, L.P. | WESTLAKE BIOPARTNERS OPPORTUNITY GP I, LLC | |||
| a Delaware Limited Partnership | a Delaware Limited Liability Company | |||
| By: | Westlake BioPartners Opportunity GP I, LLC | By: | /s/ Sean E. Harper | |
| a Delaware Limited Liability Company | Sean E. Harper | |||
| Its General Partner | Managing Director | |||
| By: | /s/ Sean E. Harper | By: | /s/ Beth C. Seidenberg | |
| Sean E. Harper | Beth C. Seidenberg | |||
| Managing Director | Managing Director | |||
| By: | /s/ Beth C. Seidenberg | SEAN E. HARPER | ||
| Beth C. Seidenberg | ||||
| Managing Director | By: | /s/ Sean E. Harper | ||
| Sean E. Harper | ||||
| BETH C. SEIDENBERG | ||||
| By: | /s/ Beth C. Seidenberg | |||
| Beth C. Seidenberg | ||||