1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Represents a sale of shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement of shares that were earned by the holder pursuant to a restricted stock unit award that vested based on the holder's continued employment through September 22, 2024.
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(2)
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As indicated by the checkbox above, this transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 22, 2023.
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(3)
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Weighted average price. These shares were sold in multiple transactions at prices ranging from $264.9900 to $265.7200 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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(4)
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Weighted average price. These shares were sold in multiple transactions at prices ranging from $266.3700 to $267.2500 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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(5)
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Weighted average price. These shares were sold in multiple transactions at prices ranging from $267.7300 to $267.7700 inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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(6)
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Restricted Stock Units convert to shares of common stock on a one-for-one basis.
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(7)
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These restricted stock units vest as to 25% of the original grant on March 22, 2022, and vest as to 1/16 of the original grant quarterly thereafter.
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(8)
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These restricted stock units vest as to 25% of the original grant on March 22, 2023, and vest as to 1/16 of the original grant quarterly thereafter.
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(9)
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Option is exercisable and vests over four years at the rate of 25% on March 22, 2024, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
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(10)
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Option is exercisable and vests over four years at the rate of 25% on March 22, 2022, the first anniversary of the holder's date of grant, with the balance vesting in equal monthly installments over the remaining 36 months.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.