FIRST SOLAR, INC.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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CUSIP No. 336433107
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(CUSIP Number)
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October 26, 2016
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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336433107
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1
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NAMES OF REPORTING PERSONS
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JCL FSLR Holdings, LLC
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IRS Identification Nos. of Above Persons (entities only)
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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
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United States
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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
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No.
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336433107
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1
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NAMES OF REPORTING PERSONS
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S. Robson Walton
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IRS Identification Nos. of Above Persons (entities only)
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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
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United States
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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
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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CUSIP No.
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336433107
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1
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NAMES OF REPORTING PERSONS
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Alice L. Walton
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IRS Identification Nos. of Above Persons (entities only)
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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
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United States
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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
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0
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6
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SHARED VOTING POWER
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4,067,475**
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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4,067,475**
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,067,475**
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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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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.97%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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CUSIP No.
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336433107
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1
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NAMES OF REPORTING PERSONS
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Jim C. Walton
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IRS Identification Nos. of Above Persons (entities only)
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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
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United States
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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
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0
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||||
6
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SHARED VOTING POWER
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4,067,475**
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7
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SOLE DISPOSITIVE POWER
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0
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||||
8
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SHARED DISPOSITIVE POWER
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4,067,475**
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,067,475**
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|||
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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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☐
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.97%
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||||
12
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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CUSIP No.
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336433107
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Item 1.
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(a)
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Name of Issuer
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First Solar, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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350 West Washington Street, Suite 600
Tempe, Arizona 85281
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Item 2.
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(a)
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Name of Person Filing
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JCL FSLR Holdings, LLC
S. Robson Walton
Jim C. Walton
Alice L. Walton
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each person named in Item 2(a) above is P.O. Box 1860, Bentonville, Arkansas 72712.
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(c)
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Citizenship
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Each individual filing this Schedule 13G is a citizen of the United States.
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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336433107
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ______.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: ______.
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See Schedule A hereto.
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(b)
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Percent of class: ______.
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See Schedule A hereto.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote ______.
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See Schedule A hereto.
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(ii)
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Shared power to vote or to direct the vote ______.
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See Schedule A hereto.
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(iii)
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Sole power to dispose or to direct the disposition of ______.
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See Schedule A hereto.
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(iv)
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Shared power to dispose or to direct the disposition of ______.
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See Schedule A hereto.
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Item 5.
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Ownership of 5 Percent or Less of a Class
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person.
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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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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification
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/s/ S. Robson Walton |
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S. Robson Walton, in his capacity as a Manager of JCL FSLR Holdings, LLC
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/s/ Jim C. Walton |
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Jim C. Walton, in his capacities as a co-trustee of the JTW Trust #1 UAD 9/19/02, a co-trustee of the John T. Walton Family Trust UAD 9/19/02, and a Manager of JCL FSLR Holdings, LLC
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/s/ Alice L. Walton |
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Alice L. Walton, in her capacities as a co-trustee of the JTW Trust #1 UAD 9/19/02, a co-trustee of the John T. Walton Family Trust UAD 9/19/02, and a Manager of JCL FSLR Holdings, LLC
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Aggregate Number
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Number of Shares of Common Stock as
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of Shares of
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Percentage
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to Which Reporting Person has
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||||||||||||||||||||||
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Common Stock
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Outstanding
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Sole Power to
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Sole Power to
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Shared Power to
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Shared Power to
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Reporting Person
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Beneficially Owned
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Common Stock
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Dispose
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Vote
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Dispose
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Vote
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Jim C. Walton (1)
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4,067,475
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3.97%
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0
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0
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4,067,475
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4,067,475
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Alice L. Walton (2)
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4,067,475
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3.97%
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0
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0
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4,067,475
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4,067,475
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(1)
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The number and percentage of shares of common stock shown in the table as beneficially owned by Jim C. Walton represent (a) 1,600,000 shares held by the JTW Trust #1 UAD 9/19/02 and (b) 2,467,475 shares held by the John T. Walton Family Trust UAD 9/19/02. In the case of each such Trust, Jim C. Walton and Alice L. Walton, as co-trustees, share voting and dispositive power. The shares held by the JTW Trust #1 UAD 9/19/02 are for the benefit of charitable interests and John T. Walton’s descendants, and the shares held by the John T. Walton Family Trust UAD 9/19/02 are for the benefit of John T. Walton’s surviving spouse and descendants. For those reasons, Jim C. Walton disclaims beneficial ownership of the shares held by the JTW Trust #1 UAD 9/19/02 and the John T. Walton Family Trust UAD 9/19/02.
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(2)
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The number and percentage of shares of common stock shown in the table as beneficially owned by Alice L. Walton represent (a) 1,600,000 shares held by the JTW Trust #1 UAD 9/19/02 and (b) 2,467,475 shares held by the John T. Walton Family Trust UAD 9/19/02. In the case of each such Trust, Jim C. Walton and Alice L. Walton, as co-trustees, share voting and dispositive power. The shares held by the JTW Trust #1 UAD 9/19/02 are for the benefit of charitable interests and John T. Walton’s descendants, and the shares held by the John T. Walton Family Trust UAD 9/19/02 are for the benefit of John T. Walton’s surviving spouse and descendants. For those reasons, Alice L. Walton disclaims beneficial ownership of the shares held by the JTW Trust #1 UAD 9/19/02 and the John T. Walton Family Trust UAD 9/19/02.
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