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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO 13d-2 UNDER THE SECURITIES
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| EXCHANGE ACT OF 1934 | |
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(Amendment No. 2)*
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ARMOUR Residential REIT, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 Par Value
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(Title of Class of Securities)
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42315119
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(CUSIP Number)
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December 31, 2010
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 9 Pages)
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CUSIP No. 42315119
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13G/A
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Page 2 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Polar Securities Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(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
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
305,800
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
305,800
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
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12
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TYPE OF REPORTING PERSON**
IA
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CUSIP No. 42315119
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13G/A
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Page 3 of 9 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
North Pole Capital Master Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a) x
(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
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
305,800
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
305,800
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
305,800
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
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12
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TYPE OF REPORTING PERSON**
CO
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CUSIP No. 42315119
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13G/A
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Page 4 of 9 Pages
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Item 1 (a).
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NAME OF ISSUER.
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ARMOUR Residential REIT, Inc. (the "Company").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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3001 Ocean Drive, Suite 201
Vero Beach, FL 32963
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ITEMS 2(a), 2(b) and 2(c).
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NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
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(i)
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North Pole Capital Master Fund ("North Pole"), a Cayman Islands exempted company, with respect to the Shares (defined in item 2(d) below) reported in this Schedule 13G/A directly owned by it.
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(ii)
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Polar Securities Inc. (“Polar Securities”), a company incorporated under the laws on Ontario, Canada, with respect to the Shares reported in this Schedule 13G/A directly owned by North Pole and certain discretionary accounts managed by Polar Securities.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock $0.0001 Par Value (the "Shares")
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Item 2(e).
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CUSIP NUMBER:
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42315119
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CUSIP No. 42315119
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13G/A
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Page 5 of 9 Pages
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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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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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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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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
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(h)
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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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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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 42315119
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13G/A
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Page 6 of 9 Pages
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Item 4.
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OWNERSHIP.
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A.
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Polar Securities
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(a)
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Amount beneficially owned: 305,800
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(b)
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Percent of class: 1.2%. The percentages used herein and in the rest of Item 4 are calculated based upon: (i) the 24,840,000 shares of Common Stock issued and outstanding on February 8, 2011 as reflected in the Form 8-Ks filed by the Company on November 9, 2010, December 22, 2010, January 26, 2011 and February 8, 2011, and (ii) 305,800 shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such shares may be obtained and beneficially owned upon exercise or conversion within 60 days of derivative securities currently owned by the Reporting Persons. Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Common Stock assumes that each other warrant holder of the Company does not exercise or convert herein within 60 days.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 305,800
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition of: 305,800
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B.
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North Pole
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(a)
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Amount beneficially owned: 305,800
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(b)
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Percent of class: 1.2%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: 0
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(ii)
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Shared power to vote or direct the vote: 305,800
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 305,800
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CUSIP No. 42315119
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13G/A
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Page 7 of 9 Pages
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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 [X].
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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.
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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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See Item 4.
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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 (if filing pursuant to Rule 13d-1(c))
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its 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 not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 42315119
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13G/A
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Page 8 of 9 Pages
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DATED: February 14, 2011
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Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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North Pole Capital Master Fund
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By: Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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CUSIP No. 42315119
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13G/A
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Page 9 of 9 Pages
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DATED: February 14, 2011
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Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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North Pole Capital Master Fund
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By: Polar Securities Inc.
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/s/ Paul Sabourin
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Paul Sabourin
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Chief Investment Officer
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