CUSIP NO. 92922P106 13G Page 7 of 14
Item 3. 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:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a‑8).
(e) [X] An investment adviser in accordance with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] 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);
(j) [ ] A non‑U.S. institution in accordance with §240.13d‑1(b)(ii)(J);
(k) [ ] 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:
Item 4. Ownership
The securities reported herein are beneficially owned by one or more open‑ or
closed‑end investment companies or other managed accounts that are investment
management clients of investment managers that are direct and indirect subsidiaries
(each, an “Investment Management Subsidiary” and, collectively, the “Investment
Management Subsidiaries”) of Franklin Resources Inc. (“FRI”), including the Investment
Management Subsidiaries listed in this Item 4. When an investment management contract
(including a sub‑advisory agreement) delegates to an Investment Management Subsidiary
investment discretion or voting power over the securities held in the investment
advisory accounts that are subject to that agreement, FRI treats the Investment
Management Subsidiary as having sole investment discretion or voting authority, as the
case may be, unless the agreement specifies otherwise. Accordingly, each Investment
Management Subsidiary reports on Schedule 13G that it has sole investment discretion
and voting authority over the securities covered by any such investment management
agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule
13d‑3 under the Act, the Investment Management Subsidiaries listed in this Item 4 may
be deemed to be the beneficial owners of the securities reported in this Schedule 13G.
