Lucid Group, Inc S-1, filed Jul 14, 2020

Lucid Group, Inc. (LCID)

S-1 2020-07-14

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	Delaware			6770			85-0891392
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)


Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fifth of one redeemable warrant(2)	115,000,000 Units		$	10.00		$	1,150,000,000		$	149,270
Shares of Class A common stock included as part of the units(3)	115,000,000 Shares			—			—			—(4)
Redeemable warrants included as part of the units(3)	23,000,000 Warrants			—			—			—
Total						$	1,150,000,000		$	149,270

	Per Unit			Total
Price to Public		$	10.00		$	1,000,000,000
Underwriting Discounts and Commissions(1)		$	0.55		$	55,000,000
Proceeds, before expenses, to us		$	9.45		$	945,000,000

	SUMMARY					1
	RISK FACTORS					33
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					64
	USE OF PROCEEDS					65
	DIVIDEND POLICY					68
	DILUTION					69
	CAPITALIZATION					71
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS					72
	PROPOSED BUSINESS					79
	MANAGEMENT					111
	PRINCIPAL STOCKHOLDERS					120
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					123
	DESCRIPTION OF SECURITIES					126
	UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS					140
	UNDERWRITING					148
	LEGAL MATTERS					155
	EXPERTS					155
	WHERE YOU CAN FIND ADDITIONAL INFORMATION					155
	INDEX TO FINANCIAL STATEMENTS					F-1

	As of May 22, 2020
	Actual			As Adjusted
Balance Sheet Data:
Working capital deficit(1)		$	(34,000)		$	965,024,000
Total assets(2)		$	83,000		$	1,000,024,000
Total liabilities(3)		$	59,000		$	35,000,000
Value of common stock subject to possible redemption(4)		$	—		$	960,023,990
Total stockholder’s equity(5)		$	24,000		$	5,000,010

	Without Option to Purchase Additional Units			Option to Purchase Additional Units Exercised in Full
Gross proceeds
Gross proceeds from units offered to public(1)		$	1,000,000,000		$	1,150,000,000
Gross proceeds from private placement warrants offered in the private placement			21,250,000			24,250,000
Total gross proceeds		$	1,021,250,000		$	1,174,250,000
Estimated offering expenses(2)
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)			20,000,000			23,000,000
Legal fees and expenses			300,000			300,000
Printing and engraving expenses			35,000			35,000
Accounting fees and expenses			40,000			40,000
SEC/FINRA Expenses			322,270			322,270
Travel and road show			20,000			20,000
Directors and officers insurance premiums			325,000			325,000
NYSE listing and filing fees			85,000			85,000
Miscellaneous expenses(4)			122,730			122,730
Total estimated offering expenses (other than underwriting commissions)			1,250,000			1,250,000
Proceeds after estimated offering expenses		$	1,000,000,000		$	1,150,000,000
Held in trust account(3)		$	1,000,000,000		$	1,150,000,000
Percent of public offering size			100%			100%

Public offering price	$	10.00
Net tangible book value before this offering	$	(0.00)
Increase attributable to public stockholders	$	0.17
Pro forma net tangible book value after this offering and the sale of the private placement warrants	$	0.17
Dilution to public stockholders	$	9.83
Percentage of dilution to new investors		98.3%

	Shares Purchased				Total Consideration					Average Price per Share
	Number		Percentage		Amount			Percentage		Average Price per Share
Initial Stockholders(1)(2)		25,000,000		20.00%		$	25,000		0.00%		$	0.001
Public Stockholders		100,000,000		80.00%		$	1,000,000,000		99.998%		$	10.00
		125,000,000		100.0%		$	1,000,025,000		100.0%

Numerator:
Net tangible book value before this offering	$	(34,000)
Proceeds from this offering and sale of the private placement warrants, net of expenses		1,000,000,000
Plus: offering costs paid for in advance		58,000
Less: deferred underwriters’ commissions payable		(35,000,000)
Less: amount of Class A common stock subject to redemption to maintain net tangible assets of $5,000,001		(960,023,990)
	$	5,000,010
Denominator:
Shares of Class B common stock outstanding prior to this offering		28,750,000
Shares forfeited if option to purchase additional units is not exercised		(3,750,000)
Shares of Class A common stock included in the units offered		100,000,000
Less: shares subject to redemption to maintain net tangible assets of $5,000,001		(96,002,399)
		28,997,601

	May 22, 2020
	Actual			As Adjusted(1)
Promissory note payable		$	—		$	—
Deferred underwriting commissions			—			35,000,000
Class A common stock, subject to redemption(2)			—			960,023,990
Stockholders’ equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding			—			—
Common Stock
Class A common stock, $0.0001 par value, 240,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual); 3,997,601(3) shares issued and outstanding (excluding 96,002,399 shares subject to redemption) (as adjusted)			—			400
Class B common stock, $0.0001 par value, 60,000,000 shares authorized (actual and as adjusted); 28,750,000(3) shares issued and outstanding (actual); 25,000,000(3) shares issued and outstanding (as adjusted)			2,875			2,500
Additional paid-in capital(4)			22,125			4,998,110
Accumulated deficit			(1,000)			(1,000)
Total stockholders’ equity			24,000			5,000,010
Total capitalization		$	24,000		$	1,000,024,000

Type of Transaction			Whether Stockholder Approval is Required
Purchase of assets			No
Purchase of stock of target not involving a merger with the company			No
Merger of target into a subsidiary of the company			No
Merger of the company with a target			Yes

			Redemptions in Connection with our Initial Business Combination			Other Permitted Purchases of Public Shares by our Affiliates			Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price			Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.			If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will only be made to the extent such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.			If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $1,000,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $850,500,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	$1,000,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Receipt of interest on escrowed funds	Interest on proceeds from the trust account to be paid to stockholders is reduced by: (1) permitted withdrawals; and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
Limitation on fair value or net assets of target business	The NYSE rules require that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if applicable, and excluding the amount of any deferred underwriting discount).	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units will begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ option to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ option to purchase additional units.	No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

			Terms of Our Offering			Terms Under a Rule 419 Offering
Election to remain an investor			We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, net of permitted withdrawals, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a			A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.

Name	Age	Title
Michael Klein	56	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin	54	Chief Financial Officer
Glenn R. August	58	Director Nominee
		Director Nominee
		Director Nominee
		Director Nominee

Name of Individual	Entity Name	Entity’s Business	Affiliation
Michael Klein	M. Klein and Company	Strategic advice	Founder and Managing Partner
	Credit Suisse Group AG	Financial services	Director
	Credit Suisse AG	Financial services	Director
	Clarivate Analytics	Information services & analytics	Director
	Churchill Capital Corp II	Blank check company	Chief Executive Officer and Chairman of the Board of Directors
	Churchill Capital Corp III	Blank check company	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin	M. Klein and Company	Strategic advice	Chief Financial Officer
Jay Taragin	Churchill Capital Corp III	Blank check company	Chief Financial Officer
Glenn R. August	Oak Hill Advisors	Investment	Founder, Senior Partner and Chief Executive Officer
	Churchill Capital Corp II	Blank check company	Director
	Churchill Capital Corp III	Blank check company	Director

			Approximate Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner(1)	Number of Shares Beneficially Owned(2)		Before Offering		After Offering(2)
Churchill Sponsor IV LLC(3)		28,750,000		100.0%		20.0%
Michael Klein(3)		28,750,000		100.0%		20.0%
Jay Taragin		—		—		—
Glenn R. August		—		—		—
All directors and executive officers as a group ([•] individuals)		28,750,000		100.0%		20.0%

	Payable by Churchill Capital Corp IV
	No Exercise			Full Exercise
Per Unit(1)		$	0.55		$	0.55
Total(1)		$	55,000,000		$	63,250,000

	Terms of Our Offering	Terms Under a Rule 419 Offering
	majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
Business combination deadline	If we are unable to complete an initial business combination within the completion window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

	Terms of Our Offering	Terms Under a Rule 419 Offering
Release of funds	Except with respect to permitted withdrawals, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law.	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect a business combination within the allotted time.
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote	If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering). Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.	Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.

			Terms of Our Offering			Terms Under a Rule 419 Offering
Tendering stock certificates in connection with a tender offer or redemption rights			We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.			In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.

Underwriter	Number of Units
Citigroup Global Markets Inc.
Total		100,000,000

	Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Stockholder’s Equity		F-5
Statement of Cash Flows		F-6
Notes to Financial Statements		F-7

ASSETS
Current asset — cash	$	25,000
Deferred offering costs		58,000
Total Assets	$	83,000
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accrued expenses	$	1,000
Accrued offering costs		58,000
Total Current Liabilities		59,000
Commitments
Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; none issued and outstanding		—
Class B common stock, $0.0001 par value; 60,000,000 shares authorized; 28,750,000 shares issued and outstanding(1)		2,875
Additional paid-in capital		22,125
Accumulated deficit		(1,000)
Total Stockholder’s Equity		24,000
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	83,000

Formation costs	$	1,000
Net Loss	$	(1,000)
Weighted average shares outstanding, basic and diluted(1)		25,000,000
Basic and diluted net loss per common share	$	(0.00)

	Common Stock(1)					Additional Paid-in Capital			Accumulated Deficit			Total Stockholder’s Equity
	Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Total Stockholder’s Equity
Balance — April 30, 2020 (inception)		—		$	—		$	—		$	—		$	—
Issuance of Class B common stock to Sponsor(1)		28,750,000			2,875			22,125			—			25,000
Net loss		—			—			—			(1,000)			(1,000)
Balance — May 22, 2020		28,750,000		$	2,875		$	22,125		$	(1,000)		$	24,000

Cash Flows from Operating Activities:
Net loss	$	(1,000)
Changes in operating assets and liabilities:
Accrued expenses		1,000
Net cash used in operating activities		—
Cash Flows from Financing Activities:
Proceeds from issuance of common stock to Sponsor		25,000
Net cash provided by financing activities		25,000
Net Change in Cash		25,000
Cash — Beginning		—
Cash — Ending	$	25,000
Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	58,000

Exhibit			Description
1.1*			Form of Underwriting Agreement
3.1*			Certificate of Incorporation
3.2*			Amended and Restated Certificate of Incorporation
3.3*			Form of Amended and Restated Bylaws
4.1*			Specimen Unit Certificate
4.2*			Specimen Class A Common Stock Certificate
4.3*			Specimen Warrant Certificate (included in Exhibit 4.4)
4.4*			Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
5.1*			Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
10.1*			Promissory Note, dated May 13, 2020, issued to the Sponsor
10.2*			Letter Agreement among the Registrant and the Registrant’s officers and directors and the Sponsor and its members
10.3*			Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.4*			Registration Rights Agreement between the Registrant and certain security holders
10.5*			Securities Subscription Agreement, dated May 13, 2020, between the Registrant and the Sponsor
10.6*			Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor
10.7*			Indemnity Agreement
10.8*			Administrative Services Agreement, by and between the Registrant and an affiliate of the Sponsor
23.1*			Consent of Marcum LLP
23.2*			Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1)
24			Power of Attorney (included on signature page of this Registration Statement)
99.1*			Consent of Glenn R. August

				CHURCHILL CAPITAL CORP IV
				By:			/s/ Jay Taragin Name: Jay Taragin Title: Chief Financial Officer

Signature	Title	Date
/s/ Michael Klein Michael Klein	Chief Executive Officer, Chairman of the Board of Directors and Director (Principal Executive Officer)	July 14, 2020
/s/ Jay Taragin Jay Taragin	Chief Financial Officer (Principal Accounting Officer and Financial Officer)	July 14, 2020

CHURCHILL CAPITAL CORP IV

By:
	Name:	Jay Taragin
	Title:	Chief Financial Officer

Underwriters	Number of Underwritten Securities to be Purchased
Citigroup Global Markets Inc.
[__]
Total		100,000,000

	1.	The initial price to the public of the Securities: $10.00 per Unit.
	2.	Number of Underwritten Securities offered: 100,000,000.
	3.	The Company has granted an option to the Underwriters to purchase an aggregate of not more than 15,000,000 Option Securities.
	4.	The Sponsor and the Company’s executive officers and directors have agreed to purchase additional Private Placement Warrants if and when the Underwriters exercise their over-allotment option as necessary to maintain 100% of the Offering proceeds in the Trust Account.


TEN COM	—	as tenants in common	UNIF GIFT MIN ACT —	Custodian

TEN ENT	—	as tenants by the entireties		(Cust)	(Minor)


JT TEN	—	as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts to Minors Act (State)

	Very truly yours,

	/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP


Principal Amount: Up to $600,000		Dated as of May 13, 2020 New York, New York

	ANNETTA ACQUISITION CORP

	By:	/s/ Jay Taragin
		Name: Jay Taragin
		Title: Chief Financial Officer

ANNETTA SPONSOR LLC

By:	/s/ Jay Taragin
	Name: Jay Taragin
	Title: Authorized Person