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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Shares of common stock acquired upon the vesting of the restricted stock units.
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(2)
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This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units.
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(3)
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These shares were sold pursuant to a 10b5-1 trading plan adopted by the Reporting Person on November 3, 2023.
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(4)
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The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $52.455 to $53.39 per share, inclusive. The Reporting Person undertakes to provide to 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 in this footnote.
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(5)
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The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $53.66 to $54.645 per share, inclusive. The Reporting Person undertakes to provide to 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 in this footnote.
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(6)
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Represents restricted stock units which correspond 1-for-1 with common stock.
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(7)
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The restricted stock units vest in 6 equal semi-annual installments, beginning on October 1, 2022, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.
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(8)
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The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2022, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.
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(9)
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The restricted stock units vest in 8 equal semi-annual installments beginning on April 1, 2023, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.
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(10)
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The restricted stock units vest in 8 equal semi-annual installments, beginning on October 1, 2023, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has no expiration date.
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(11)
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The restricted stock units vest in 16 equal quarterly installments, beginning on July 1, 2024, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has 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.