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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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(Rule 13d-102) |
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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. 1)*
Support.com, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
868587106
(CUSIP Number)
December 31, 2001
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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Rule 13d-1(c) |
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Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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CUSIP No. 749077103 |
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1. |
Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
ý |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount Beneficially Owned
by Each Reporting Person |
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10. |
Check if the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by
Amount in Row (9) |
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12. |
Type of Reporting Person (See
Instructions) |
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Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuer's Principal
Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing
A6A, the general partner of A6, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by A6. AIF2A, the general partner of AIF2, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AIF2. AK6A, the general partner of AK6, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by AK6. Breyer, Patterson, Sednaoui, Swartz and Wagner are managing members of A6A and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by A6. Breyer, Patterson, Sednaoui, Swartz and Wagner are managing members of AIF2A and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AIF2. Breyer, Patterson, Sednaoui, Swartz and Wagner are managing members of AK6A and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AK6. Breyer, Patterson, Sednaoui, Swartz and Wagner are general partners of AI98 and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by AI98. |
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(b) |
Address of Principal Business
Office or, if none, Residence
Accel Partners 428 University Ave. Palo Alto, California 94301 |
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(c) |
Citizenship |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
Not Applicable |
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Item 4. |
Ownership. |
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The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2001: |
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(a) |
Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
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(b) |
Percent of class: See Row 11 of cover page for each Reporting Person. |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote See Row 5 of cover page for each Reporting Person. |
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(ii) |
Shared power to vote or to direct the vote See Row 6 of cover page for each Reporting Person. |
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(iii) |
Sole power to dispose or to direct the disposition of See Row 7 of cover page for each Reporting Person. |
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(iv) |
Shared power to dispose or to direct the disposition of See Row 8 of cover page for each Reporting Person. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Under certain circumstances set forth in the partnership agreements of A6, AIF2, AK6 and AI98, and the limited liability company agreements of A6A, AIF2A and AK6A the general partners, limited partners, members or shareholders, 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 shares of the issuer owned by each such entity of which they are a partner or shareholder. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
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Not applicable. |
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Item 10. |
Certification |
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Not applicable. |
15
SIGNATURES
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.
Date: February 14, 2002 |
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Entities: |
Accel VI L.P. |
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Accel VI Associates L.L.C. |
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Accel Internet Fund II L.P. |
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Accel Internet Fund II Associates L.L.C. |
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Accel Keiretsu VI L.P. |
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Accel Keiretsu VI Associates L.L.C. |
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Accel Investors 98 L.P. |
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By: |
/s/ Alan K. Austin |
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Alan K. Austin, |
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Attorney-in-fact for the |
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above-listed entities |
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Individuals: |
James W. Breyer |
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Arthur C. Patterson |
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G. Carter Sednaoui |
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James R. Swartz |
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J. Peter Wagner |
By: |
/s/ Alan K. Austin |
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Alan K. Austin, |
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Attorney-in-fact for the |
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above-listed individuals |
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16
EXHIBIT INDEX
Exhibit |
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Found on Sequentially Numbered Page |
Exhibit A: Agreement of Joint Filing |
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Exhibit B: Reference to Alan K. Austin as Attorney-in-Fact |
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EXHIBIT A
Agreement of Joint Filing
The Reporting Persons have agreed that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Support.com, Inc. shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
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EXHIBIT B
Reference to Alan K. Austin as Attorney-in-Fact
Alan K. Austin has signed the enclosed documents as Attorney-In-Fact. Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.
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