Statement of Changes in Beneficial Ownership (4)
September 22 2015 - 7:13PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LESJAK CATHERINE A
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2. Issuer Name
and
Ticker or Trading Symbol
HEWLETT PACKARD CO
[
HPQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP & CFO
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(Last)
(First)
(Middle)
C/O HEWLETT-PACKARD COMPANY, 3000 HANOVER STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/21/2015
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/21/2015
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M
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200000
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A
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$13.83
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200000
(1)
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D
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Common Stock
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9/21/2015
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S
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200000
(3)
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D
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$26.3542
(5)
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0
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D
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Common Stock
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9/21/2015
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S
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23266
(4)
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D
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$26.2295
(6)
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23267
(2)
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I
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By Joint Account with Spouse
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Common Stock
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306
(7)
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I
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By Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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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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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$13.83
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9/21/2015
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M
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200000
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12/6/2014
(8)
(9)
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12/6/2020
(10)
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Common Stock
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200000
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$0
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306147
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D
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Restricted Stock Units
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(11)
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7/1/2015
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A
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208.4896
(12)
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(12)
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(12)
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Common Stock
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208.4896
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(12)
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38365.9602
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D
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Restricted Stock Units
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(11)
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7/1/2015
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A
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235.028
(13)
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(13)
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(13)
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Common Stock
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235.028
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(13)
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42134.5639
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D
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Restricted Stock Units
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(11)
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7/1/2015
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A
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254.6868
(14)
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(14)
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(14)
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Common Stock
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254.6868
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(14)
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44823.3831
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D
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Explanation of Responses:
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(
1)
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The total direct beneficial ownership reflects a decrease of 46,533 shares due to the transfer of 46,533 shares into a Joint Account with the reporting person's spouse on 06/30/15.
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(
2)
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The total indirect beneficial ownership reflects an increase of 46,533 shares due to the transfer of 46,533 shares previously reported as being held directly by the reporting person into a Joint Account with the reporting person's spouse on 06/30/15.
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(
3)
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The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/03/15.
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(
4)
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The sales reported on this Form 4 were effectuated pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 06/04/15.
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(
5)
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The price in Column 4 is a weighted average price. The prices actually paid ranged from $26.20 to $26.50. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
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(
6)
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The price in Column 4 is a weighted average price. The prices actually paid ranged from $26.20 to $26.25. Upon request, the reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares purchased at each price within the range.
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(
7)
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There is no reportable change since the last filing. This is a reiteration of holdings only.
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(
8)
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On 07/29/15 the Issuer announced approved amendments to certain outstanding long-term incentive awards that were originally scheduled to vest between 09/18/15 and 12/31/15, to provide for the accelerated vesting on 09/17/15.
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(
9)
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This option became exercisable beginning on this date.
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(
10)
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This option is no longer exercisable beginning on this date.
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(
11)
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Each restricted stock unit represents a contingent right to receive one share of HP common stock.
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(
12)
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As previously reported, on 12/06/12 the reporting person was granted 108,460 restricted stock units ("RSUs"), 36,153 of which vested on each of 12/06/13 and 12/06/14, and 36,154 of which will vest on 12/06/15. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 208.4896 dividend equivalent rights being reported reflect 208.4896 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.
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(
13)
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As previously reported, on 12/11/13 the reporting person was granted 61,134 RSUs, 20,378 of which vested on 12/11/14, and 20,378 of which will vest on each of 12/11/15 and 12/11/16. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 235.0280 dividend equivalent rights being reported reflect 235.0280 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.
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(
14)
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As previously reported, on 12/10/14 the reporting person was granted 44,165 RSUs, 14,721 of which will vest on 12/10/15, and 14,722 of which will vest on each of 12/10/16 and 12/10/17. Dividend equivalent rights accrue with respect to these RSUs when and as dividends are paid on HP common stock. The 254.6868 dividend equivalent rights being reported reflect 254.6868 dividend equivalent rights at $30.52 per RSU credited to the reporting person's account on 07/01/15.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LESJAK CATHERINE A
C/O HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
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EVP & CFO
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Signatures
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/s/ Katie Colendich as Attorney-in-Fact for Catherine A. Lesjak
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9/22/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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