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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Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
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(2)
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Includes 155 shares of the Issuer's Common Stock acquired by the Reporting Person on August 15, 2024 pursuant to the Issuer's Employee Stock Purchase Plan in a transaction exempt under Rule 16b-3.
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(3)
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Represents the number of shares of the Issuer's Common Stock withheld to satisfy the Reporting Person's tax obligation in connection with the vesting of 25,797 shares of Common Stock underlying the Reporting Person's RSUs.
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(4)
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This transaction was effected pursuant to a Rule 10b5-1 sales plan adopted by the Reporting Person on March 22, 2024.
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(5)
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Represents the weighted average sale price of the shares sold ranging from $23.91 to $24.90 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions within the range set forth in this footnote.
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(6)
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Represents the weighted average sale price of the shares sold ranging from $24.91 to $25.17 per share. The Reporting Person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions within the range set forth in this footnote.
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(7)
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The RSUs vested with respect to 1/16th of the underlying shares on May 16, 2021. Thereafter, 1/16th of the underlying shares vest on a quarterly basis, subject to the Reporting Person's continued service with the Issuer or any of its subsidiaries through each vesting date. The RSUs have no expiration date.
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(8)
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The RSUs vested with respect to 25% of the underlying shares on November 16, 2022. Thereafter, 1/16th of the underlying shares vest on a quarterly basis, subject to the Reporting Person's continued service to the Issuer or any of its subsidiaries through each vesting date. The RSUs have no expiration date.
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(9)
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The RSUs vested with respect to 1/16th of the underlying shares on May 16, 2023. Thereafter, 1/16th of the underlying shares vest on a quarterly basis, subject to the Reporting Person's continued service with the Issuer or any of its subsidiaries through each vesting date. The RSUs have no expiration date.
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(10)
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The RSUs vested with respect to 1/16th of the underlying shares on May 16, 2024. Thereafter, 1/16th of the underlying shares vest on a quarterly basis, subject to the Reporting Person's continued service with the Issuer or any of its subsidiaries through each vesting date. The RSUs have no expiration date.
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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.