SEC Form SC 13D/A filed by Indivior PLC (Amendment)
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Two Seas Capital LP
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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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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(7)
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Sole Voting Power
13,555,139
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
13,555,139
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,555,139
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
9.97% (1)
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(14)
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Type of Reporting Person (See Instructions):
PN, IA
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(1)
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Based on 135,916,515 Ordinary Shares of Indivior PLC (the “Issuer”) outstanding as of March 27, 2024, as reported in the Issuer’s Form 6-K filed with the Securities and Exchange
Commission (“SEC”) on March 28, 2024.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Two Seas Capital GP LLC
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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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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(7)
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Sole Voting Power
13,555,139
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
13,555,139
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,555,139
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
9.97% (1)
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(14)
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Type of Reporting Person (See Instructions):
OO, HC
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(1)
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Based on 135,916,515 Ordinary Shares of the Issuer outstanding as of March 27, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on March
28, 2024.
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CUSIP No. G4766E116
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(1)
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Name of Reporting Persons:
Sina Toussi
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(2)
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Check the Appropriate Box if a Member of a Group (See Instructions):
(a) ☐ (b) ☐
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See Instructions):
AF
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐
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(6)
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Citizenship or Place of Organization:
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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(7)
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Sole Voting Power
13,555,139
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(8)
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Shared Voting Power
0
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(9)
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Sole Dispositive Power
13,555,139
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(10)
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Shared Dispositive Power
0
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person:
13,555,139
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(12)
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
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(13)
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Percent of Class Represented by Amount in Row (11):
9.97% (1)
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(14)
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Type of Reporting Person (See Instructions):
HC, IN
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(1)
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Based on 135,916,515 Ordinary Shares of the Issuer outstanding as of March 27, 2024, as reported in the Issuer’s Form 6-K filed with the SEC on March 28, 2024.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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ITEM 4.
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PURPOSE OF TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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TWO SEAS CAPITAL LP
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By:
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Two Seas Capital GP LLC, its general partner
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By:
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/s/ Sina Toussi
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Name:
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Sina Toussi
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Title:
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Managing Member
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TWO SEAS CAPITAL GP LLC
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By:
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/s/ Sina Toussi
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Name:
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Sina Toussi
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Title:
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Managing Member
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SINA TOUSSI
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By:
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/s/ Sina Toussi
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Amount Purchased/(Sold)
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Price Per
Share (£) (or $ if noted below)
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Date of
Purchase/Sale
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50,000
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13.7133
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02/19/2024
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75,000
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13.4658
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02/19/2024
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(100,000)
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15.0002
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02/22/2024
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(17,493)
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15.9150
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02/22/2024
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(26,239)
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16.3698
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02/22/2024
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(3,144)
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$23.0525
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03/01/3024
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35,000
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17.3227
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03/04/2024
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1,275
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17.0229
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03/06/2024
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(13,022)
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$22.1297
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03/07/2024
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15,000
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16.8033
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03/08/2024
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(11,389)
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16.9813
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03/27/2024
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(82,507)
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15.9150
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02/22/2024
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(123,761)
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16.3698
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02/22/2024
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(93,750)
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16.8436
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02/23/2024
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(3,037)
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17.1821
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02/26/2024
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(17,500)
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17.25
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02/27/2024
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(3,144)
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$23.0525
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03/01/2024
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83,926
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16.7113
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03/08/2024
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20,938
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16.5028
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03/11/2024
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25,000
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16.3390
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03/13/2024
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(58,611)
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16.9813
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03/27/2024
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100,000
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17.14
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03/28/2024
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(8,296)
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17.1035
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03/28/2024
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