☐ Check this box if no longer subject to

FORM 5

☐ Check this box if no longer subject to

Section 16. Form 4 or Form 5

obligations may continue.

See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

☐ Form 3 Holdings Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL

OWNERSHIP OF SECURITIES

☐ Form 4 Transaction Reported

OMB APPROVAL

OMB Number:

3235-0362

Expires:

August 31, 2029

Estimated average burden

hours per response…... …… 1 .0

☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase

or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See

Instruction 10.

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

(Print or Type Responses)

1. Name and Address of Reporting Person*

(Last)

(First)

(Middle)

2. Issuer Name and Ticker or Trading

Symbol

5. Relationship of Reporting Person(s) to Issuer (Check all

applicable)

2a. Foreign Trading Symbol

_____ Director

3. Statement for Issuer’s Fiscal Year

Ended (Month/Day/Year)

(State)

(Country)

_____ 10% Owner

_____ Other (specify below)

(Street)

(City)

_____ Officer (give title below)

___________________________________________

(Zip/Postal Code)

4. If Amendment, Date Original Filed

(Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

_____ Form filed by One Reporting Person

_____ Form filed by More than One Reporting Person

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

SEC 2770T (03-26)

Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the

Form displays a currently valid OMB control number.

FORM 5 (continued)

1. Title of

Security

(Instr. 3)

2. Transaction Date

(Month/Day/Year)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2A. Deemed

Execution Date, if

any

(Month/Day/Year)

3. Transaction

Code (Instr. 8)

4. Securities Acquired (A) or

Disposed of (D) (Instr. 3, 4 and

5)

Amount

(A) or (D)

Price

5. Amount of Securities

Beneficially Owned at the

end of Issuer’s Fiscal Year

(Instr. 3 and 4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Page 2 of 13

6. Ownership

Form: Direct

(D) or Indirect

(I) (Instr. 4)

7. Nature of

Indirect

Beneficial

Ownership

(Instr. 4)

FORM 5 (continued)

1. Title of

Derivative

Security

(Instr. 3)

2.

Conversion

or Exercise

Price of

Derivative

Security

3.

Transaction

Date

(Month/

Day/Year)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

3A.

Deemed

Execution

Date, if any

(Month/

Day/Year)

4.

Transaction

Code (Instr.

8)

5. Number of

Derivative

Securities

Acquired (A)

or Disposed

of (D) (Instr.

3, 4, and 5)

6. Date Exercisable and

Expiration Date (Month/

Day/Year)

7. Title and

Amount of

Underlying

Securities (Instr.

3 and 4)

(A)

Date

Exercisable

Title

(D)

Expiration

Date

Explanation of Responses:

Page 3 of 13

Amount

or

Number

of Shares

8. Price of

Derivative

Security

(Instr. 5)

9. Number

of

Derivative

Securities

Beneficially

Owned at

End of

Issuer’s

Fiscal Year

(Instr. 4)

10.

Ownership

Form of

Derivative

Security:

Direct (D)

or Indirect

(I) (Instr. 4)

11. Nature

of Indirect

Beneficial

Ownership

(Instr. 4)

** Intentional misstatements or omissions of

facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

**Signature of Reporting Person

Note: File three copies of this Form, one of which must be manually signed.

If space is insufficient, see Instruction 6 for procedure.

Page 4 of 13

Date

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 5

ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

The Commission is authorized to solicit the information required by this Form pursuant to

Sections 16(a) and 23(a) of the Securities Exchange Act of 1934, and Sections 30(h) and 38

of the Investment Company Act of 1940, and the rules and regulations thereunder.

Disclosure of information specified on this Form is mandatory. The information will be

used for the primary purpose of disclosing the transactions and holdings of directors,

officers, and beneficial owners of registered companies. Information disclosed will be a

matter of public record and available for inspection by members of the public. The

Commission can use it in investigations or litigation involving the federal securities laws or

other civil, criminal, or regulatory statutes or provisions, as well as for referral to other

governmental authorities and self-regulatory organizations. Failure to disclose required

information may result in civil or criminal action against persons involved for violations of

the Federal securities laws and rules.

Page 5 of 13

GENERAL INSTRUCTIONS

1. When Form Must Be Filed

(a) This Form must be filed on or before the 45th day after the end of the issuer’s fiscal year

in accordance with Rule 16a-3(f). This Form and any amendment is deemed filed with the

Commission or the Exchange on the date it is received by the Commission or Exchange,

respectively. See, however, Rule 16a-3(h) regarding delivery to a third party business that

guarantees delivery of the filing no later than the specified due date.

(b) A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934

(“Exchange Act”) must check the exit box appearing on this Form. Transactions and

holdings previously reported are not required to be included on this Form. Form 4 or Form

5 obligations may continue to be applicable. See Rules 16a-3(f); see also Rule 16a-2(b)

(transactions after termination of insider status).

(c) A separate Form shall be filed to reflect beneficial ownership of securities of each issuer.

(d) If a reporting person is not an officer, director, or ten percent holder, the person should

check “other” in Item 6 (Relationship of Reporting Person to Issuer) and describe the

reason for reporting status in the space provided.

2. Where Form Must be Filed

(a) A reporting person must file this Form in electronic format via the Commission’s

Electronic Data Gathering Analysis and Retrieval System (EDGAR) in accordance with

EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a filing person

that has obtained a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202)

may file the Form in paper. For assistance with questions about EDGAR, contact the

EDGAR Business Office at (202) 551-8900.

(b) At the time this Form or any amendment is filed with the Commission, file one copy with

each Exchange on which any class of securities of the issuer is registered. If the issuer has

designated a single Exchange to receive Section 16 filings, the copy shall be filed with that

Exchange only.

(c) [Reserved]

Note: If filing pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR

232.202), file three copies of this Form or any amendment, at least one of which is signed, with

the Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.

(Acknowledgement of receipt by the Commission may be obtained by enclosing a selfaddressed stamped postcard identifying the Form or amendment filed.)

3. Class of Securities Reported

(a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act shall include

information as to transactions and holdings required to be reported in any class of

Page 6 of 13

equity securities of the issuer and the beneficial ownership at the end of the year of

that class of equity securities, even though one or more of such classes may not be

registered pursuant to Section 12 of the Exchange Act.

(ii) [Reserved]

(iii) Persons reporting pursuant to Section 30(h) of the Investment Company Act of 1940

shall include transactions and holdings required to be reported in any class of securities

(equity or debt) of the registered closed-end investment company (other than “shortterm paper as defined in Section 2(a)(38) of the Investment Company Act) and the

beneficial ownership at the end of the year of that class of securities.

(b) The title of the security should clearly identify the class, even if the issuer has only one

class of securities outstanding; for example, “Common Stock,” “Class A Common Stock,”

“Class B Convertible Preferred Stock,” etc.

(c) The amount of securities beneficially owned should state the face amount of debt securities

(U.S. Dollars) or the number of equity securities, whichever is appropriate.

4. Transactions and Holdings Required to be Reported

(a)

General Requirements

(i) Pursuant to Rule 16a-3(f), if not previously reported, the following transactions, and

total beneficial ownership as of the end of the issuer’s fiscal year (or the earlier date

applicable to a person ceasing to be an insider during the fiscal year) for any class of

securities for which a transaction is reported, shall be reported:

(A)

any transaction during the issuer’s most recent fiscal year that was exempt from

Section 16(b) of the Act, except: any transaction exempt from Section 16(b)

pursuant to §240.16b-3(d), §240.16b-3(e), or §240.16b-3(f) (these are required

to be reported on Form 4); (2) any exercise or conversion of derivative securities

exempt under either §240.16b-3 or §240.16b-6(b) (these are required to be

reported on Form 4); (3) any transaction exempt from Section 16(b) of the Act

pursuant to §240.16b-3(c), which is exempt from Section 16(a) of the Act; and

(4) any transaction exempt from Section 16 of the Act pursuant to another

Section 16(a) rule;

(B)

any small acquisition or series of acquisitions in a six month period during the

issuer’s fiscal year not exceeding $10,000 in market value (see Rule 16a-6); and

(C)

any transactions or holdings that should have been reported during the issuer’s

fiscal year on a Form 3 or Form 4, but were not reported. The first Form 5 filing

obligation shall include all holdings and transactions that should have been

reported in each of the issuer’s last two fiscal years but were not. See Instruction

8 for the code to identify delinquent Form 3 holdings or Form 4 transactions

reported on this Form 5.

Page 7 of 13

Note: A required Form 3 or Form 4 must be filed within the time specified by this Form.

Form 3 holdings or Form 4 transactions reported on Form 5 represent delinquent Form 3

and Form 4 filings.

(ii) Each transaction should be reported on a separate line. Transaction codes specified

in Instruction 8 should be used to identify the nature of the transaction resulting in an

acquisition or disposition of a security. A deemed execution date must be reported in

Column 2A of Table I or Column 3A of Table II only if the execution date for the

transaction is calculated pursuant to §240.16a-3(g)(2) or §240.16a-3(g)(3).

(iii) Every transaction shall be reported even though acquisitions and dispositions with

respect to a class of securities are equal. Report total beneficial ownership as of the

end of the issuer’s fiscal year for all classes of securities in which a transaction was

reported.

(b)

Beneficial Ownership Reported (Pecuniary Interest)

(i) Although for purposes of determining status as a ten percent holder, a person is

deemed to beneficially own securities over which that person has voting or

investment control (see Rule 16a-1(a)(1)), for reporting transactions and holdings, a

person is deemed to be the beneficial owner of securities if that person has or shares

the opportunity, directly or indirectly, to profit or share in any profit derived from a

transaction in the securities (“pecuniary interest”). See Rule 16a-1(a)(2). See also

Rule 16a-8 for the application of the beneficial ownership definition to trust holdings

and transactions.

(ii) Both direct and indirect beneficial ownership of securities shall be reported.

Securities beneficially owned directly are those held in the reporting person’s name

or in the name of a bank, broker or nominee for the account of the reporting person.

In addition, securities held as joint tenants, tenants in common, tenants by the

entirety, or as community property are to be reported as held directly. If a person has

a pecuniary interest, by reason of any contract, understanding, or relationship

(including a family relationship or arrangement), in securities held in the name of

another person, that person is an indirect beneficial owner of the securities. See Rule

16a-1(a)(2)(ii) for certain indirect beneficial ownerships.

(iii) Report transactions in securities beneficially owned directly on separate lines from

those beneficially owned indirectly. Report different forms of indirect ownership on

separate lines. The nature of indirect ownership shall be stated as specifically as

possible; for example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By

Y Corporation,” etc.

(iv) In stating the amount of securities acquired, disposed of, or beneficially owned

indirectly through a partnership, corporation, trust, or other entity, report the number

of securities representing the reporting person’s proportionate interest in transactions

conducted by that entity or holdings of that entity. Alternatively, at the option of the

Page 8 of 13

reporting person, the entire amount of the entity’s interest may be reported. See Rule

16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).

(v) Where more than one beneficial owner of the same equity securities must report the

same transaction or holding on Form 5, such owners may file Form 5 individually or

jointly. Joint and group filings may be made by any designated beneficial owner.

Transactions and holdings with respect to securities owned separately by any joint or

group filer are permitted to be included in the joint filing. Indicate only the name and

address of the designated filer in Item 1 of Form 5 and attach a list of the names and

addresses of each other reporting person. Joint and group filings must include all

required information for each beneficial owner, and such filings must be signed by

each beneficial owner, or on behalf of such owner by an authorized person.

If this Form is being filed in paper pursuant to a hardship exemption and the space

provided for signatures is insufficient, attach a signature page. If this Form is being

filed in paper, submit any attached listing of names or signatures on another Form 5,

copy of Form 5 or separate page of 8 ½ by 11 inch white paper, indicate the number

of pages comprising the report (Form plus attachments) at the bottom of each report

page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of the designated filer and

information required by Items 2 and 3 of the Form on the attachment.

See Rule 16a-3(i) regarding signatures.

(c)

Non-Derivative and Derivative Securities

(i)

Report acquisitions or dispositions and holdings of non-derivative securities in Table

I. Report acquisitions or dispositions and holdings of derivative securities (e.g., puts,

calls, options, warrants, convertible securities, or other rights or obligations to buy

or sell securities) in Table II. Report the exercise or conversion of a derivative

security in Table II (as a disposition of the derivative security) and report in Table I

the holdings of the underlying security. Report acquisitions or dispositions and

holdings of derivative securities that are both equity securities and convertible or

exchangeable for other equity securities (e.g., convertible preferred securities) only

on Table II.

(ii)

The title of a derivative security and the title of the equity security underlying the

derivative security should be shown separately in the appropriate columns in Table

II. The “puts” and “calls” reported in Table II include, in addition to separate puts

and calls, any combination of the two, such as spreads and straddles. In reporting an

option in Table II, state whether it represents a right to buy, a right to sell, an

obligation to buy, or an obligation to sell the equity securities subject to the option.

(iii)

Describe in the appropriate columns in Table II characteristics of derivative

securities, including title, exercise or conversion price, date exercisable, expiration

date, and the title and amount of securities underlying the derivative security. If the

transaction reported is a purchase or sale of a derivative security, the purchase or

sale price of the derivative security shall be reported in column 8. If the transaction

Page 9 of 13

is the exercise or conversion of a derivative security, leave column 8 blank and report

the exercise or conversion price of the derivative security in column 2.

(iv)

Securities constituting components of a unit shall be reported separately on the

applicable table (e.g., if a unit has a non-derivative security component and a

derivative security component, the non-derivative security component shall be

reported in Table I and the derivative security component shall be reported in Table

II). The relationship between individual securities comprising the unit shall be

indicated in the space provided for explanation of responses. When securities are

purchased or sold as a unit, state the purchase or sale price per unit and other required

information regarding the unit securities.

5. Price of Securities

(a) Prices of securities shall be reported in U.S. dollars and on a per share basis, not an

aggregate basis, except that the aggregate price of debt shall be stated. Amounts reported

shall exclude brokerage commissions and other costs of execution.

(b) If consideration other than cash was paid for the security, describe the consideration,

including the value of the consideration, in the space provided for explanation of

responses.

6. Additional Information

(a) If the space provided in the line items on the electronic Form is insufficient, use the space

provided for footnotes. If the space provided for footnotes is insufficient, create a footnote

that refers to an exhibit to the form that contains the additional information.

(b) If the space provided in the line items on the paper Form or space provided for additional

comments is insufficient, attach another Form 5, copy of Form 5 or separate 8 ½ by 11

inch white paper to Form 5, completed as appropriate to include the additional comments.

Each attached page must include information required in Items 1, 2 and 3 of the Form.

The number of pages comprising the report (Form plus attachments) shall be indicated at

the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3).

(c) If one or more exhibits are included, whether due to a lack of space or because the exhibit

is, by nature, a separate document (e.g., a power of attorney), provide a sequentially

numbered list of the exhibits in the Form. Use the number “24” for any power of attorney

and the number “99” for any other exhibit. If there is more than one of either such exhibit,

then use numerical subparts. If the exhibit is being filed as a confirming electronic copy

under Regulation S-T Rule 202(d) (17 CFR 232.202(d)), then place the designation “CE”

(confirming exhibit) next to the name of the exhibit in the exhibit list. If the exhibit is

being filed in paper pursuant to a hardship exception under Regulation S-T Rule 202 (17

CFR 232.202), then place the designation “P” (paper) next to the name of the exhibit in

the exhibit list.

Page 10 of 13

(d) If additional information is not reported as provided in paragraph (a), (b) or (c) of this

instruction, whichever apply, it will be assumed that no additional information was

provided.

7. Signature

(a) If the Form is filed for an individual, it shall be signed by that person or specifically on

behalf of the individual by a person authorized to sign for the individual. If signed on

behalf of the individual by another person, the authority of such person to sign the Form

shall be confirmed to the Commission in writing in an attachment to the Form or as soon

as practicable in an amendment by the individual for whom the Form is filed, unless such

a confirmation still in effect is on file with the Commission. The confirming statement

need only indicate that the reporting person authorizes and designates the named person

or persons to file the Form on the reporting person’s behalf, and state the duration of the

authorization.

(b) If the Form is filed for a corporation, partnership, trust, or other entity, the capacity in

which the individual signed shall be set forth (e.g., John Smith, Secretary, on behalf of X

Corporation).

8. Transaction Codes

Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the

character of the transaction reported. Use the code that most appropriately describes the

transaction. If the transaction is not specifically listed, use transaction code “J” and describe

the nature of the transaction in the space for explanation of responses. If a transaction

involves an equity swap or instrument with similar characteristics, use transaction Code “K”

in addition to the code(s) that most appropriately describes the transaction, e.g., “S/K” or

“P/K.”

General Transaction Codes

P — Open market or private purchase of non-derivative or derivative security

S — Open market or private sale of non-derivative or derivative security

Rule 16b-3 Transaction Codes

A — Grant, award or other acquisition pursuant to Rule 16b-3(d)

D — Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)

F — Payment of exercise price or tax liability by delivering or withholding securities

incident to the receipt, exercise or vesting of a security issued in accordance with

Rule 16b-3

I — Discretionary transaction in accordance with Rule 16b-3(f) resulting in

acquisition or disposition of issuer securities

M — Exercise or conversion of derivative security exempted pursuant to Rule 16b-3

Page 11 of 13

Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3)

C —

E —

H —

O —

X —

Conversion of derivative security

Expiration of short derivative position

Expiration (or cancellation) of long derivative position with value received

Exercise of out-of-the-money derivative security

Exercise of in-the-money or at-the-money derivative security

Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule

16b-3 codes above)

G —

L —

W—

Z —

Bona fide gift

Small acquisition under Rule 16a-6

Acquisition or disposition by will or the laws of descent and distribution

Deposit into or withdrawal from voting trust

Other Transaction Codes

J — Other acquisition or disposition (describe transaction)

K — Transaction in equity swap or instrument with similar characteristics

U — Disposition pursuant to a tender of shares in a change of control transaction

Form 3, 4 or 5 Holdings or Transactions Not Previously Reported

To indicate that a holding should have been reported previously on Form 3, place a “3” in

Table I, column 3 or Table II, column 4, as appropriate. Indicate in the space provided for

explanation of responses the event triggering the Form 3 filing obligation. To indicate

that a transaction should have been reported previously on Form 4, place a “4” next to the

transaction code reported in Table I, column 3 or Table II, column 4 (e.g., an open market

purchase of a non-derivative security that should have been reported previously on Form

4 should be designated as “P4”). To indicate that a transaction should have been reported

on previous Form 5, place a “5” in Table I, column 3 or Table II, column 4, as

appropriate. In addition, the appropriate box on the front page of the Form should be

checked.

9. Amendments

(a) If this Form is filed as an amendment in order to add one or more lines of transaction or

ownership information to Table I or Table II of the Form being amended, provide each

line being added, together with one or more footnotes, as necessary, to explain the addition

of the line or lines. Do not repeat lines of transaction or ownership information that were

disclosed in the original Form and are not being amended.

(b) If this Form is filed as an amendment in order to amend one or more lines of transaction

or ownership information that already were disclosed in Table I or Table II of the Form

being amended, provide the complete line or lines being amended, as amended, together

with one or more footnotes, as necessary, to explain the amendment of the line or lines.

Page 12 of 13

Do not repeat lines of transaction or ownership information that were disclosed in the

original Form and are not being amended.

(c) If this Form is filed as an amendment for any purpose other than or in addition to the

purposes described in paragraphs(a) and (b) of this General Instruction 9, provide one or

more footnotes, as necessary, to explain the amendment.

10. Rule 10b5-1(c) Transaction Indication

Indicate by check mark whether a transaction was made pursuant to a contract,

instruction or written plan for the purchase or sale of equity securities of the issuer that is

intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the

Exchange Act [§240.10b5-1(c) of this chapter]. Provide the date of adoption of the Rule

10b5-1(c) plan in the “Explanation of Responses” portion of the Form.

Page 13 of 13