| o | Rule 13d-1(b) |
| þ | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
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CUSIP No.573284106
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(1)
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Names of reporting person:
Nevada Asset Holding
I.R.S. Identification Nos. of above persons (entities only): NA
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(2)
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Check the appropriate box if a member of a group:
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(a) o
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(b) x
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(3)
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SEC use only:
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(4)
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Place of incorporation:
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) Sole Voting Power: 1,241,365
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 1,241,365
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(8) Shared Dispositive Power: 0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,241,365
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares: NA
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(11)
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Percent of Class Represented by Amount in Row (9): 1.85% (based on 67,270,055 shares of Common Stock outstanding as of October 28, 2014)
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(12)
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Type of Reporting Person: CO
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CUSIP No.573284106
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(1)
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Names of reporting person:
South Dakota Asset Holding
I.R.S. Identification Nos. of above persons (entities only): NA
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(2)
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Check the appropriate box if a member of a group:
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(a) o
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(b) x
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(3)
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SEC use only:
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(4)
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Place of incorporation:
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) Sole Voting Power: 1,241,365
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 1,241,365
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(8) Shared Dispositive Power: 0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,241,365
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares: NA
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(11)
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Percent of Class Represented by Amount in Row (9): 1.85% (based on 67,270,055 shares of Common Stock outstanding as of October 28, 2014)
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(12)
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Type of Reporting Person: CO
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CUSIP No.573284106
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(1)
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Names of reporting person:
Wyoming Asset Holding
I.R.S. Identification Nos. of above persons (entities only): NA
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(2)
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Check the appropriate box if a member of a group:
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(a) o
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(b) x
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(3)
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SEC use only:
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(4)
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Place of incorporation:
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) Sole Voting Power: 1,241,365
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(6) Shared Voting Power: 0
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(7) Sole Dispositive Power: 1,241,365
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(8) Shared Dispositive Power: 0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 1,241,365
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares: NA
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(11)
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Percent of Class Represented by Amount in Row (9): 1.85% (based on 67,270,055 shares of Common Stock outstanding as of October 28, 2014)
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(12)
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Type of Reporting Person: CO
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CUSIP No.573284106
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(1)
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Names of reporting person:
Ms. Heba Iskander
I.R.S. Identification Nos. of above persons (entities only): NA
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(2)
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Check the appropriate box if a member of a group:
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(a) o
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(b) x
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(3)
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SEC use only:
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(4)
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Place of citizenship:
Egypt
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5) Sole Voting Power: 0
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(6) Shared Voting Power: 3,724,095
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(7) Sole Dispositive Power: 0
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(8) Shared Dispositive Power: 3,724,095
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 3,724,095
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares: NA
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(11)
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Percent of Class Represented by Amount in Row (9): 5.54% (based on 67,270,055 shares of Common Stock outstanding as of October 28, 2014)
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(12)
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Type of Reporting Person: IN
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| Item 1(a). | Name of Issuer:
Martin Marietta Materials, Inc.
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| Item 1(b). | Address of Issuer’s Principal Executive Offices:
The principal executive offices of Martin Marietta Materials, Inc. are located at 2710 Wycliff Road, Raleigh, North Carolina 27607.
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| Item 2(a). | Name of Person Filing:
This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
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| A. |
Nevada Asset Holding
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| B. |
South Dakota Asset Holding
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| C. |
Wyoming Asset Holding
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| D. | Ms. Heba Iskander |
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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A.
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The registered address of Nevada Asset Holding is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
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B.
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The registered address of South Dakota Asset Holding is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
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C.
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The registered address of Wyoming Asset Holding is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.
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D.
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The principal business office of Heba Iskander is c/o Orascom Construction Industries, 2005A Corniche El Nil, Nile City South Tower, Cairo, Egypt, 11221.
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Item 2(c).
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Citizenship:
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A.
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Nevada Asset Holding is an exempted company incorporated in the Cayman Islands with limited liability.
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B.
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South Dakota Asset Holding is an exempted company incorporated in the Cayman Islands with limited liability.
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C.
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Wyoming Asset Holding is an exempted company incorporated in the Cayman Islands with limited liability.
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D.
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Ms. Heba Iskander is a citizen of Egypt.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 per share (“Common Stock”).
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Item 2(e).
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CUSIP Number:
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573284106
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act;
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act;
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act;
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940;
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(e)
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o
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7);
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(h)
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o
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
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(j)
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o
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Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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If this statement is filed pursuant to Rule 13d-1(c), check this box. þ
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Item 4.
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Ownership
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A. Nevada Asset Holding
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(a)
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Amount beneficially owned: 1,241,365
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(b)
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Percent of class: 1.85%. The securities are owned by Nevada Asset Holding. The entire share capital of Nevada Asset Holding is held by the Nevada Fund, whose principal beneficiary is Mr. Nassef Nassef Onsi Naguib Sawiris. By virtue of her role as Protector of the Nevada Fund, Ms. Iskander may be deemed to be the beneficial owner of the shares of Common Stock held by Nevada Asset Holding.
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(c)
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Number of shares to which the person has:
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(i) Sole Voting Power: 1,241,365
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(ii) Shared Voting Power: 0
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(iii) Sole Dispositive Power: 1,241,365
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(iv) Shared Dispositive Power: 0
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B. South Dakota Asset Holding
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(a)
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Amount beneficially owned: 1,241,365
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(b)
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Percent of class: 1.85%. The securities are owned by South Dakota Asset Holding. The entire share capital of South Dakota Asset Holding is held by the South Dakota Fund, whose principal beneficiary is Mr. Samih Nassef Onsi Naguib Sawiris . By virtue of her role as Protector of the South Dakota Fund, Ms. Iskander may be deemed to be the beneficial owner of the shares of Common Stock held by South Dakota Asset Holding.
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(c)
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Number of shares to which the person has:
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(i) Sole Voting Power: 1,241,365
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(ii) Shared Voting Power: 0
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(iii) Sole Dispositive Power: 1,241,365
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(iv) Shared Dispositive Power: 0
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C. Wyoming Asset Holding
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(a)
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Amount beneficially owned: 1,241,365
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(b)
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Percent of class: 1.85%. The securities are owned by Wyoming Asset Holding. The entire share capital of Wyoming Asset Holding is held by the Wyoming Fund, whose principal beneficiary is Miss Yousriya Nassef Onsi Naguib Sawiris. By virtue of her role as Protector of the Wyoming Fund, Ms. Iskander may be deemed to be the beneficial owner of the shares of Common Stock held by Wyoming Asset Holding.
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(c)
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Number of shares to which the person has:
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(i) Sole Voting Power: 1,241,365
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(ii) Shared Voting Power: 0
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(iii) Sole Dispositive Power: 1,241,365
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(iv) Shared Dispositive Power: 0
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D. Ms. Heba Iskander
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(a)
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Amount beneficially owned: 3,724,095
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(b)
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Percent of class: 5.54%. Legal title to the securities is held by Nevada Asset Holding, South Dakota Asset Holding and Wyoming Asset Holding. By virtue of her role as Protector of each of the Nevada Fund, the South Dakota Fund and the Wyoming Fund, Ms. Iskander may be deemed to be the beneficial owner of the shares of Common Stock held by Nevada Asset Holding, South Dakota Asset Holding and Wyoming Asset Holding.
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(c)
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Number of shares to which the person has:
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(i) Sole Voting Power: 0
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(ii) Shared Voting Power: 3,724,095
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(iii) Sole Dispositive Power: 0
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(iv) Shared Dispositive Power: 3,724,095
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group.
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The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is filed as Exhibit 1 to the Schedule 13G filed on July 11, 2014 and incorporated herein by reference. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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Each of the Reporting Persons herby makes the following certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Date: February 6, 2015
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By:
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Nevada Asset Holding
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Fiona Barrie
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Director
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Signature:
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/s/ Fiona Barrie
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Date: February 6, 2015
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By:
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South Dakota Asset Holding
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Fiona Barrie
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Director
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Signature:
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/s/ Fiona Barrie
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Date: February 6, 2015
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By:
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Wyoming Asset Holding
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Fiona Barrie
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Director
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Signature:
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/s/ Fiona Barrie
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Date: February 6, 2015
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Ms. Heba Iskander
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Signature:
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/s/ Heba Iskander
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Exhibit 1
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Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (filed as Exhibit 1 to the Schedule 13G filed on July 11, 2014 and incorporated herein by reference).
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