SCHEDULE 13D
Under the Securities Exchange Act of 1934
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China Biologic Products, Inc.
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|||||||||
(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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16938C106
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(CUSIP Number)
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Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
With a copy to:
Howard Zhang, Esq.
Davis Polk & Wardwell LLP
261F, Twin Towers West
B12, Jian Guo Men Wai Avenue
Beijing 100022
People's Republic of China
+(86) 10 8567 5002
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
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November 16, 2010
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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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.
|
16938C106
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|||
1.
|
Names of Reporting Persons.
Warburg Pincus Private Equity X, L.P.
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|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
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|||
3.
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SEC Use Only
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|||
4.
|
Source of Funds (See Instructions)
OO
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|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|||
6.
|
Citizenship or Place of Organization
Delaware
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|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,618,230*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,618,230*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,618,230*
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|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.7%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X Partners, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
OO
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|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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|||
6.
|
Citizenship or Place of Organization
Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
51,770*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
51,770*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
51,770*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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|||
13.
|
Percent of Class Represented by Amount in Row (11)
less than 1%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X, L.P.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
Delaware
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus X LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
New York
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus Partners, LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
New York
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus & Co.
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
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3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
New York
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Warburg Pincus LLC
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
New York
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
OO
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Charles R. Kaye
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
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3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No.
|
16938C106
|
|||
1.
|
Names of Reporting Persons.
Joseph P. Landy
|
|||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
|
|||
3.
|
SEC Use Only
|
|||
4.
|
Source of Funds (See Instructions)
N/A
|
|||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|||
6.
|
Citizenship or Place of Organization
United States of America
|
|||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7.
|
Sole Voting Power
-0-
|
||
8.
|
Shared Voting Power
1,670,000*
|
|||
9.
|
Sole Dispositive Power
-0-
|
|||
10.
|
Shared Dispositive Power
1,670,000*
|
|||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000*
|
|||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|||
13.
|
Percent of Class Represented by Amount in Row (11)
6.9%*
|
|||
14.
|
Type of Reporting Person (See Instructions)
IN
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
|||
By: Warburg Pincus X, L.P., its general partner
|
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By: Warburg Pincus X LLC, its general partner
|
|||
By: Warburg Pincus Partners, LLC, its sole member
|
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By: Warburg Pincus & Co., its managing member
|
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By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
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Title: Partner
|
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WARBURG PINCUS X PARTNERS, L.P.
|
|||
By: Warburg Pincus X, L.P., its general partner
|
|||
By: Warburg Pincus X LLC, its general partner
|
|||
By: Warburg Pincus Partners, LLC, its sole member
|
|||
By: Warburg Pincus & Co., its managing member
|
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By:
|
/s/ Scott A. Arenare | ||
Name: Scott A. Arenare
|
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Title: Partner
|
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WARBURG PINCUS X, L.P.
|
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By: Warburg Pincus X LLC, its general partner
|
|||
By: Warburg Pincus Partners, LLC, its sole member
|
|||
By: Warburg Pincus & Co., its managing member
|
|||
By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
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Title: Partner
|
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WARBURG PINCUS X LLC
|
|||
By: Warburg Pincus Partners, LLC, its sole member
|
|||
By: Warburg Pincus & Co., its managing member
|
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By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
|||
Title: Partner
|
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WARBURG PINCUS PARTNERS, LLC
|
|||
By: Warburg Pincus & Co., its managing member
|
|||
By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
|||
Title: Partner
|
|||
WARBURG PINCUS & CO.
|
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By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
|||
Title: Partner
|
|||
WARBURG PINCUS LLC
|
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By:
|
/s/ Scott A. Arenare
|
||
Name: Scott A. Arenare
|
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Title: Managing Director
|
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CHARLES R. KAYE
|
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By:
|
/s/ Scott A. Arenare
|
||
Name: Charles R. Kaye
|
|||
By: Scott A. Arenare, *Attorney-in-fact
|
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JOSEPH P. LANDY
|
|||
By:
|
/s/ Scott A. Arenare
|
||
Name: Joseph P. Landy
|
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By: Scott A. Arenare, **Attorney-in-fact
|
|
SCHEDULE I
|
NAME
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
WITH THE REPORTING ENTITIES
|
Scott A. Arenare
|
Partner of WP; Member and Managing Director of WP LLC
|
David Barr
|
Partner of WP; Member and Managing Director of WP LLC
|
Alain J.P. Belda
|
Partner of WP; Member and Managing Director of WP LLC
|
Alexander Berzofsky
|
Partner of WP; Member and Managing Director of WP LLC
|
Sean D. Carney
|
Partner of WP; Member and Managing Director of WP LLC
|
Mark Colodny
|
Partner of WP; Member and Managing Director of WP LLC
|
David A. Coulter
|
Partner of WP; Member and Managing Director of WP LLC
|
Timothy J. Curt
|
Partner of WP; Member and Managing Director of WP LLC
|
Cary J. Davis
|
Partner of WP; Member and Managing Director of WP LLC
|
Dai Feng
|
Partner of WP; Member and Managing Director of WP LLC
|
Steven Glenn
|
Partner of WP; Member and Managing Director of WP LLC
|
Jeffrey G. Goldfaden
|
Partner of WP; Member and Managing Director of WP LLC
|
Cecilia Gonzalo
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael Graff
|
Partner of WP; Member and Managing Director of WP LLC
|
Patrick T. Hackett
|
Partner of WP; Member and Managing Director of WP LLC
|
E. Davisson Hardman
|
Partner of WP; Managing Director of WP LLC
|
Jeffrey A. Harris
|
Partner of WP; Member and Managing Director of WP LLC
|
In Seon Hwang
|
Partner of WP; Member and Managing Director of WP LLC
|
William H. Janeway
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Chansoo Joung
|
Partner of WP; Member and Managing Director of WP LLC
|
Kenneth Juster
|
Partner of WP; Member and Managing Director of WP LLC
|
Peter R. Kagan
|
Partner of WP; Member and Managing Director of WP LLC
|
Charles R. Kaye
|
Managing General Partner of WP; Managing Member and Co-President of WP LLC
|
Henry Kressel
|
Partner of WP; Member and Managing Director of WP LLC
|
David Krieger
|
Partner of WP; Member and Managing Director of WP LLC
|
Joseph P. Landy
|
Managing General Partner of WP; Managing Member and Co-President of WP LLC
|
Kewsong Lee
|
Partner of WP; Member and Managing Director of WP LLC
|
Jonathan S. Leff
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael Martin
|
Partner of WP; Member and Managing Director of WP LLC
|
James Neary
|
Partner of WP; Member and Managing Director of WP LLC
|
Dalip Pathak
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael F. Profenius
|
Partner of WP; Managing Director of WP LLC
|
Justin Sadrian
|
Partner of WP; Member and Managing Director of WP LLC
|
Henry B. Schacht
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Steven G. Schneider
|
Partner of WP; Member and Managing Director of WP LLC
|
Patrick Severson
|
Partner of WP; Member and Managing Director of WP LLC
|
John Shearburn
|
Partner of WP; Member and Managing Director of WP LLC
|
Christopher H. Turner
|
Partner of WP; Member and Managing Director of WP LLC
|
John L. Vogelstein
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Elizabeth H. Weatherman
|
Partner of WP; Member and Managing Director of WP LLC
|
Daniel Zilberman
|
Partner of WP; Member and Managing Director of WP LLC
|
Rosanne Zimmerman
|
Partner of WP; Member and Managing Director of WP LLC
|
WP & Co. Partners, L.P.*
|
|
Warburg Pincus Principal Partnership, L.P.**
|
|
Warburg Pincus Real Estate Principal Partnership, L.P.**
|
|
Warburg Pincus 2006 Limited Partnership**
|
|
Warburg Pincus 2007 Limited Partnership**
|
NAME
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
WITH THE REPORTING ENTITIES
|
Scott A. Arenare
|
Member and Managing Director of WP LLC; Partner of WP
|
David Barr
|
Member and Managing Director of WP LLC; Partner of WP
|
Alain J.P. Belda
|
Member and Managing Director of WP LLC; Partner of WP
|
Alexander Berzofsky
|
Member and Managing Director of WP LLC; Partner of WP
|
Sean D. Carney
|
Member and Managing Director of WP LLC; Partner of WP
|
Julian Cheng (1)
|
Member and Managing Director of WP LLC
|
Miao Chi (2)
|
Member and Managing Director of WP LLC
|
Stephen John Coates (3)
|
Member and Managing Director of WP LLC
|
Mark Colodny
|
Member and Managing Director of WP LLC; Partner of WP
|
David A. Coulter
|
Member and Managing Director of WP LLC; Partner of WP
|
Timothy J. Curt
|
Member and Managing Director of WP LLC; Partner of WP
|
Cary J. Davis
|
Member and Managing Director of WP LLC; Partner of WP
|
Martin D. Dunnett (3)
|
Member and Managing Director of WP LLC
|
Dai Feng
|
Member and Managing Director of WP LLC; Partner of WP
|
Robert Feuer (4)
|
Member and Managing Director of WP LLC
|
Rajiv Ghatalia (1)
|
Member and Managing Director of WP LLC
|
Steven Glenn
|
Member and Managing Director of WP LLC; Partner of WP
|
Jeffrey G. Goldfaden
|
Member and Managing Director of WP LLC; Partner of WP
|
Cecilia Gonzalo
|
Member and Managing Director of WP LLC; Partner of WP
|
Michael Graff
|
Member and Managing Director of WP LLC; Partner of WP
|
Patrick T. Hackett
|
Member and Managing Director of WP LLC; Partner of WP
|
Jeffrey A. Harris
|
Member and Managing Director of WP LLC; Partner of WP
|
In Seon Hwang
|
Member and Managing Director of WP LLC; Partner of WP
|
William H. Janeway
|
Member and Senior Advisor of WP LLC; Partner of WP
|
Chansoo Joung
|
Member and Managing Director of WP LLC; Partner of WP
|
Kenneth Juster
|
Member and Managing Director of WP LLC; Partner of WP
|
Peter R. Kagan
|
Member and Managing Director of WP LLC; Partner of WP
|
Charles R. Kaye
|
Managing Member and Co-President of WP LLC; Managing General Partner of WP
|
Henry Kressel
|
Member and Managing Director of WP LLC; Partner of WP
|
David Krieger
|
Member and Managing Director of WP LLC; Partner of WP
|
Joseph P. Landy
|
Managing Member and Co-President of WP LLC; Managing General Partner of WP
|
Kewsong Lee
|
Member and Managing Director of WP LLC; Partner of WP
|
Jonathan S. Leff
|
Member and Managing Director of WP LLC; Partner of WP
|
David Li (1)
|
Member and Managing Director of WP LLC
|
Vishal Mahadevia
|
Member and Managing Director of WP LLC
|
Niten Malhan (5)
|
Member and Managing Director of WP LLC
|
Michael Martin
|
Member and Managing Director of WP LLC; Partner of WP
|
Luca Molinari (6)
|
Member and Managing Director of WP LLC
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James Neary
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Member and Managing Director of WP LLC; Partner of WP
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Dalip Pathak
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Member and Managing Director of WP LLC; Partner of WP
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Leo Puri (5)
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Member and Managing Director of WP LLC
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Justin Sadrian
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Member and Managing Director of WP LLC; Partner of WP
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Adarsh Sarma (5)
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Member and Managing Director of WP LLC
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Henry B. Schacht
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Member and Senior Advisor of WP LLC; Partner of WP
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Steven G. Schneider
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Member and Managing Director of WP LLC; Partner of WP
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Joseph C. Schull (2)
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Member and Managing Director of WP LLC
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Patrick Severson
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Member and Managing Director of WP LLC; Partner of WP
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John Shearburn
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Member and Managing Director of WP LLC; Partner of WP
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Chang Q. Sun (1)
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Member and Managing Director of WP LLC
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Christopher H. Turner
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Member and Managing Director of WP LLC; Partner of WP
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John L. Vogelstein
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Member and Senior Advisor of WP LLC; Partner of WP
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Elizabeth H. Weatherman
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Member and Managing Director of WP LLC; Partner of WP
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Frank Wei (1)
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Member and Managing Director of WP LLC
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Peter Wilson (3)
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Member and Managing Director of WP LLC
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Jeremy S. Young (3)
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Member and Managing Director of WP LLC
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Daniel Zilberman
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Member and Managing Director of WP LLC; Partner of WP
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Rosanne Zimmerman
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Member and Managing Director of WP LLC; Partner of WP
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(1)
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Citizen of Hong Kong
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(2)
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Citizen of Canada
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(3)
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Citizen of United Kingdom
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(4)
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Citizen of Hungary
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(5)
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Citizen of India
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(6)
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Citizen of Italy
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