CUSIP No. 31431B109 |
SCHEDULE 13D
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Page 2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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CAPITAL RETURNS MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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☐
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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)
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AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0 |
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8
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SHARED VOTING POWER
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647,679 |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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647,679 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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647,679 |
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12
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CHECK BOX 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)
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4.9% (1) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA |
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CUSIP No. 31431B109 |
SCHEDULE 13D
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Page 3 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
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RONALD D. BOBMAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America |
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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
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0 |
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8
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SHARED VOTING POWER
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647,679 |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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647,679 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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647,679 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.9% (1) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC |
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CUSIP No. 31431B109 |
SCHEDULE 13D
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Page 4 of 6 Pages
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Item 1.
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SECURITY AND ISSUER
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This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed
with the Securities and Exchange Commission on July 23, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on July 30, 2019 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule
13D filed on August 12, 2019 (“Amendment No. 2”), and Amendment No. 3 to the Original Schedule 13D filed on October 7, 2019 (“Amendment No. 3”) (Amendment No. 1, Amendment No. 2, Amendment No. 3, and the Original Schedule 13D as amended
hereby, the “Schedule 13D”), with respect to the shares of common stock, par value $0.01 per share (the “Shares”), of FedNat Holding Company, a Florida corporation (the “Company” or the “Issuer”). This Amendment No. 4 amends Items 5 and
7 as set forth below. Capitalized terms used herein but not otherwise defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D.
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Item 5.
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INTEREST IN THE SECURITIES OF THE ISSUER
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Item 5(a), (b), (c) and (e) of the Schedule 13D is hereby amended and supplemented with the following:
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(a) Each of CRM and Mr. Bobman may be deemed to beneficially own 647,679 Shares,
which equates to approximately 4.9% of the total number of Shares outstanding. This amount consists of (a) 270,245 Shares held for the account of Master, and (b) 377,434 Shares held for the account of MAP. The beneficial ownership percentages reported herein are based on 13,223,264 Shares outstanding as of August 30, 2019, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the
Securities and Exchange Commission on August 30, 2019.
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(b) Each of CRM and Mr. Bobman may be deemed to share voting and dispositive power over 647,679 Shares.
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(c) Except for the transactions listed in Exhibit E to this Amendment No. 4, all of which were effected in the open market through a broker, there have been no transactions in the Shares by the Reporting Persons since the filing of Amendment No. 3.
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(e) On October 21, 2019, each of CRM and Mr. Bobman ceased to be the beneficial owner of more than five percent of the total number of Shares outstanding.
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Item 7
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MATERIAL TO BE FILED AS EXHIBITS
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Item 7 of the Schedule 13D is hereby amended and supplemented with the following:
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Exhibit E
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Schedule of Transactions, in response to Item 5(c)
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CUSIP No. 31431B109 |
SCHEDULE 13D
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Page 5 of 6 Pages
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CAPITAL RETURNS MANAGEMENT, LLC
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By:
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Ronald D. Bobman |
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Its: |
Sole Manager |
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By: |
/s/ Ronald D. Bobman |
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Name: |
Ronald D. Bobman |
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Title: |
Sole Manager |
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RONALD D. BOBMAN |
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/s/ Ronald D. Bobman |
CUSIP No. 31431B109 |
SCHEDULE 13D
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Page 6 of 6 Pages
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Entity
Name
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Transaction
Date
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Transaction
Type
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Quantity
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Price Per
Share
(excluding
commissions)*
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Price Range
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MAP
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2019-10-07
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Sell
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6,000
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14.371*
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$14.19 to $14.49
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MAP
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2019-10-08
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Sell
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6,000
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14.0715*
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$13.91 to $14.23
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MAP
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2019-10-09
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Sell
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6,000
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14.0448*
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$14.00 to $14.13
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MAP
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2019-10-10
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Sell
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6,000
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14.0117*
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$13.89 to $14.26
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MAP
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2019-10-11
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Sell
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6,000
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14.1287*
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$14.00 to $14.23
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MAP
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2019-10-14
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Sell
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6,000
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13.9064*
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$13.70 to $14.02
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MAP
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2019-10-15
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Sell
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6,000
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14.0893*
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$13.85 to $14.34
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MAP
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2019-10-16
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Sell
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6,000
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13.8158*
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$13.53 to $14.08
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MAP
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2019-10-17
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Sell
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6,000
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13.8997*
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$13.81 to$14.09
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MAP
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2019-10-18
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Sell
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6,000
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14.0722*
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$13.87 to $14.25
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MAP
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2019-10-21
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Sell
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16,000
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14.7138*
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$14.40 to $14.90
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