UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
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Fifth Street Finance Corp.
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Common Stock, par value $0.01 per share
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31678A103
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December 31, 2010
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(Date of Event which Requires Filing of this Statement)
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1
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Names of Reporting Persons.
Greenlight Capital, L.L.C.
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
909,136 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
909,136 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
909,136 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.7%**
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12
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Type of Reporting Person (See Instructions)
OO
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,568,679 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,568,679 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,568,679 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
2.9%**
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12
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Type of Reporting Person (See Instructions)
CO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Management GP, LLC
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
105,186 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
105,186 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
105,186 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.2%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
580,635 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
580,635 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
580,635 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.1%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
135,178 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
135,178 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
135,178 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.2%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
715,813 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
715,813 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
715,813 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.3%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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1
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Names of Reporting Persons.
David Einhorn
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2
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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
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,284,492 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,284,492 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,284,492 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
4.2%**
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12
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Type of Reporting Person (See Instructions)
IN
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Item 4.
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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i)
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 909,136 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified.
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ii)
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 1,568,679 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.
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iii)
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DME Management GP may be deemed the beneficial owner of 105,186 shares of Common Stock held for the account of Greenlight Gold.
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iv)
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DME Advisors may be deemed the beneficial owner of 580,635 shares of Common Stock held for the Managed Account.
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v)
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DME CM may be deemed the beneficial owner of 135,178 shares of Common Stock held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
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vi)
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DME GP may be deemed the beneficial owner of 715,813 shares of Common Stock held for the accounts of Greenlight Gold, Greenlight Gold Offshore and the Managed Account.
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vii)
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Mr. Einhorn may be deemed the beneficial owner of 2,284,492 shares of Common Stock. This number consists of: (A) an aggregate of 909,136 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 659,543 shares of Common Stock held for the account of Greenlight Offshore, (C) 105,186 shares of Common Stock held for the account of Greenlight Gold, (D) 29,992 shares of Common Stock held for the account of Greenlight Gold Offshore and (E) 580,635 held for the Managed Account.
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The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore or the Managed Account. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of their pecuniary interest in any shares of Common Stock, if applicable. |
Item 4(b)
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Percent of Class:
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The denominator for determining the percentage of shares of Common Stock held by each of the Reporting Persons was 54,550,290, which is the number of shares of Common Stock outstanding as of December 31, 2010, as reported in the Form 10-Q filed by the Issuer on January 31, 2011 with the Securities and Exchange Commission.
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.
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