You fill out SEC Schedule 13D by reporting your beneficial ownership of more than 5% of a public company’s voting equity within 5 business days of crossing the threshold, using EDGAR to file the seven required Items, signed exhibits, and any group agreements. The form tells the market you are an active investor who may push for changes, and missing the deadline can trigger SEC enforcement, issuer lawsuits, and forced disgorgement of profits under Section 13(d) of the Exchange Act.
The 2023 SEC amendments shortened the original 10-day window to 5 business days, cut amendment timing to 2 business days, and require structured XBRL data tagging for all filings made on or after December 18, 2024. According to the SEC’s own data referenced in Release No. 33-11253, more than 2,400 Schedule 13D filings are made each year, and roughly 38% of activist campaigns begin with a 13D rather than a 13G.
Here is what you will learn in this guide:
- 📋 How to complete every line of Items 1 through 7 with sample language
- ⏰ The exact deadlines under the new 5-business-day and 2-business-day rules
- 👥 How “group” formation under Rule 13d-5 creates joint filing duties
- ⚖️ Real enforcement cases like CSX v. TCI and the consequences of late filings
- 🛠️ Common mistakes filers make on EDGAR and how to avoid SEC penalties
What Schedule 13D Is and Why It Exists
Schedule 13D is the long-form beneficial ownership report required by Section 13(d) of the Securities Exchange Act of 1934. Congress passed the Williams Act of 1968 to give shareholders early warning when an outside investor builds a stake big enough to influence control of a public company. The form sits inside 17 CFR 240.13d-101 and contains seven numbered Items plus a signature block and exhibits.
The plain-English idea is simple. When you cross 5% beneficial ownership of any class of voting equity registered under Section 12, you must tell the public who you are, where your money came from, and what you plan to do with the shares. The consequence of not filing on time is steep: the SEC can sue for civil penalties, the issuer can sue under an implied private right or seek injunctive relief, and federal courts can freeze your voting rights until you cure the violation.
A common misconception is that Schedule 13D only applies to hostile raiders. In reality, any investor — friendly, passive-turned-active, or even an estate that inherits shares — can trip the trigger. Picture Maria Chen, an angel investor whose stake in a SPAC quietly grows to 6.2% after a redemption wave shrinks the float. Maria now owns more than 5% even though she did not buy a single new share, and she still must file Schedule 13D within 5 business days because her percentage crossed the line.
Schedule 13D vs. Schedule 13G vs. Form 4
Filers often confuse the three reporting forms. Schedule 13G is the short form for passive investors, qualified institutional investors, and exempt investors who do not intend to influence control. Form 4 is a Section 16 insider report for officers, directors, and 10% holders that tracks each transaction within 2 business days. Schedule 13D is the long form for active investors who may seek board seats, mergers, asset sales, or governance changes.
| Feature | Schedule 13D | Schedule 13G |
|---|---|---|
| Trigger | More than 5% with intent to influence | More than 5% passive or qualified |
| Initial deadline | 5 business days (post-2024) | 45 days after quarter-end (passive) or 5 business days (qualified > 10%) |
| Amendment trigger | Any material change | 5% change or annual update |
| Amendment deadline | 2 business days | 5 business days or 45 days |
| Length | 7 Items plus exhibits | 4 Items, much shorter |
The consequence of choosing the wrong form is serious. If you file a 13G but later lobby management for a sale, the SEC can deem the filing false and misleading, and you must promptly switch to a Schedule 13D. David Park, a hedge fund founder, made this exact mistake in a hypothetical scenario: he filed a 13G after buying 7% of a regional bank, then sent a public letter demanding a sale, and the SEC’s Division of Enforcement opened an inquiry within weeks.
Who Must File Schedule 13D
Any person — individual, corporation, partnership, trust, LLC, or group under Rule 13d-5 — that becomes the beneficial owner of more than 5% of a class of voting equity registered under Section 12 must file. Beneficial ownership is defined in Rule 13d-3 and includes any person who directly or indirectly has voting power or investment power over the shares. It also includes the right to acquire shares within 60 days through options, warrants, or conversions.
The “group” rule catches many filers off guard. When two or more persons “agree to act together” for the purpose of acquiring, holding, voting, or disposing of securities, they form a group, and the group is treated as a single beneficial owner. The SEC’s 2024 final rule guidance clarified that concerted action — even informal coordination among activists — can create a group, and the consequence is joint and several liability for the entire group’s filing duties.
A common misconception is that swaps and derivatives do not count. After CSX Corp. v. The Children’s Investment Fund Management, courts and the SEC have made clear that cash-settled total return swaps can confer beneficial ownership when paired with an understanding that the counterparty bank will vote with the swap holder. Imagine Sofia Alvarez, a portfolio manager who builds a 4.9% direct stake plus a 3% cash-settled swap; if the SEC concludes she has voting influence over the swap shares, she has crossed 5% and must file Schedule 13D.
Exempt and Excluded Filers
Some holders never need to file Schedule 13D. Holders of exempted securities like U.S. Treasuries do not file because Treasuries are not voting equity. Acquisitions made in the ordinary course of business by certain qualified institutional investors — such as registered broker-dealers, banks, insurance companies, and registered investment advisers — can use Schedule 13G instead, provided they do not intend to influence control.
Foreign private issuers’ shareholders are not automatically exempt, and the consequence of assuming exemption is a late filing. James O’Connor, a fictional London-based fund manager who buys 6% of a U.S.-listed Cayman issuer, must still file Schedule 13D if the company has Section 12 registered equity. A common misconception is that family office holdings can be aggregated quietly; in fact, Rule 13d-3(d)(1) attributes ownership across related accounts when a single decision-maker holds investment power.
When You Must File: The 5-Business-Day Clock
The clock starts on the day you cross the 5% threshold, and you must file by the close of business on the fifth business day thereafter. This is a major change from the old 10-calendar-day rule and was finalized by the SEC in Release No. 33-11253, effective February 5, 2024 for new filings. The shortened window reduces the information asymmetry between large investors and the rest of the market.
Amendments are even faster. Any material change — including a 1% increase or decrease in ownership, a change in purpose, or a new agreement with the issuer — must be reported on Schedule 13D/A within 2 business days under amended Rule 13d-2. The consequence of missing an amendment is the same as missing the initial filing: enforcement, lawsuits, and possible voting suspension. A common misconception is that small ownership changes are immaterial; under the rule, any change of 1% or more is presumed material, and smaller changes can still be material based on facts and circumstances.
Picture a real-world scenario. Trian Fund Management crossed 5% of Disney in 2023 and filed Schedule 13D within the then-applicable window. Under the new rule, Nelson Peltz would have only 5 business days to file, and every subsequent stake increase of 1% would require a 2-business-day amendment. Late filers face referrals to the SEC’s Office of Market Intelligence and can be named in cease-and-desist proceedings.
Cooling-Off and Tender Offer Overlaps
A separate 10-day “cooling-off” period applies under Rule 14e-3 when a tender offer is in progress. Schedule 13D filers who are also bidders must coordinate filings with the Schedule TO tender offer schedule. The consequence of failing to coordinate is a Section 14(e) fraud claim, which can void the entire transaction.
A common misconception is that the 5-business-day window pauses for weekends or federal holidays. Business days exclude weekends and federal holidays, so a Monday crossing means the filing is due the following Monday at the latest. Aisha Patel, a hypothetical activist who crosses 5% on the Friday before Memorial Day, has until the next Friday close to file because Monday does not count.
Where to File: EDGAR Mechanics
All Schedule 13D filings go through the SEC’s EDGAR system. You need three credentials before you can file: a CIK (Central Index Key), an EDGAR access code (CCC), and a filer ID. New filers apply via Form ID, which the SEC processes in roughly 1 to 2 business days.
The filing form type is SC 13D for the initial filing and SC 13D/A for amendments. Since December 18, 2024, all Schedule 13D filings must be tagged in structured Inline XBRL format, except the exhibits themselves. The consequence of submitting a non-XBRL filing is automatic rejection by EDGAR, which can cause you to miss the 5-business-day deadline.
A common misconception is that you can paper-file. Paper filings are not accepted for Schedule 13D, period. Rajesh Kumar, a hypothetical retail investor who crosses 5% of a small-cap stock by accident, must still file electronically through EDGAR or hire a filing agent like Donnelley Financial Solutions or Workiva to do it for him.
How to Fill Out Schedule 13D: Item-by-Item Walkthrough
Schedule 13D contains a cover page with CUSIP information and seven numbered Items. Every Item must be answered, and “Not Applicable” is acceptable when truthful. Below is a complete line-by-line walkthrough with sample language drawn from the form prescribed in 17 CFR 240.13d-101.
Cover Page Rows 1–14
The cover page lists the reporting person, the source of funds code, the citizenship, and seven boxes describing voting and investment power. Row 1 is the name. Row 2 is a check box for group membership. Row 3 is reserved for SEC use. Row 4 is the source of funds code (SC for subsidiary, OO for other, PF for personal funds, BK for bank, AF for affiliate, WC for working capital).
Row 5 is the legal proceeding box. Row 6 is the place of organization. Rows 7 through 10 break out sole voting power, shared voting power, sole dispositive power, and shared dispositive power. Row 11 aggregates the beneficial ownership amount, Row 12 is the certification box for excluded shares, Row 13 is the percent of class, and Row 14 is the type of reporting person code (IN for individual, CO for corporation, PN for partnership, HC for holding company).
The consequence of misclassifying voting versus dispositive power is significant. If you check “sole” when you actually share power with a spouse or co-trustee, the filing is materially misleading. A common misconception is that beneficial ownership equals record ownership; the two diverge whenever shares sit in a brokerage’s street name or a trust.
Item 1: Security and Issuer
Item 1 names the title of the class of equity, the name of the issuer, and the issuer’s principal executive office address. Sample language reads: “This statement relates to the common stock, par value $0.001 per share, of Acme Corp., a Delaware corporation, with principal executive offices at 123 Main Street, Wilmington, Delaware 19801.” The CUSIP is also placed on the cover page.
The consequence of misidentifying the class is that the entire filing may be deemed defective. A common misconception is that you can lump multiple classes into one Schedule 13D. If the issuer has Class A and Class B voting stock, only the class you crossed 5% in goes in Item 1, although you may need a separate Schedule 13D for each class.
Item 2: Identity and Background
Item 2 identifies the reporting person, including business address, principal business, citizenship, and a 5-year criminal and civil litigation history. For each natural person, you must disclose any criminal conviction (excluding traffic violations) and any civil securities proceeding in the last 5 years. The consequence of omitting a conviction is a separate false statement violation under Section 18 of the Exchange Act.
Sample language reads: “The reporting person is Jane Doe, a citizen of the United States, with a business address at 555 Park Avenue, New York, NY 10022. Her principal occupation is Managing Member of XYZ Capital LLC, a Delaware limited liability company.” Always include all controlling persons of an entity filer; for a fund, that means the general partner, the managing member, and the ultimate natural person controller.
Item 3: Source and Amount of Funds
Item 3 states how much you spent and where the money came from. If you used margin loans, identify the lender and the material terms. If you used fund capital, identify the fund. The consequence of failing to disclose margin terms is a Regulation T inquiry from the Federal Reserve and possible SEC fraud charges.
Sample language reads: “The reporting person used $52,400,000 of working capital from XYZ Master Fund LP to purchase 1,200,000 shares. No borrowed funds were used.” A common misconception is that you can hide leverage by listing only “OO” on the cover page; Item 3 still requires narrative disclosure of the actual source.
Item 4: Purpose of Transaction
Item 4 is the most scrutinized section of Schedule 13D. You must describe your purpose and any plans or proposals relating to ten enumerated topics: acquisition of additional securities, extraordinary corporate transaction, sale of assets, board changes, capitalization changes, charter amendments, delisting, deregistration, going-private transactions, and any similar action. Each topic must be addressed even if your answer is “none at this time.”
The consequence of vague Item 4 disclosure is severe. In Wachtell Lipton’s well-known memos on activist defense, counsel routinely advise issuers to sue activists whose Item 4 says “evaluating alternatives” when emails show a board fight was already planned. Carl Icahn’s 13D on Illumina bluntly stated his intent to replace directors and unwind the GRAIL acquisition, which is the kind of concrete disclosure the SEC expects.
A common misconception is that you can “leave room” by filing a placeholder Item 4. The SEC’s Compliance and Disclosure Interpretations make clear that known plans must be disclosed, and any later change requires a 2-business-day amendment.
Item 5: Interest in Securities of the Issuer
Item 5 has five sub-parts. Item 5(a) lists the aggregate number and percentage of shares beneficially owned. Item 5(b) breaks out sole voting, shared voting, sole dispositive, and shared dispositive power. Item 5(c) lists every transaction in the past 60 days, with date, amount, price per share, and where the transaction took place.
Item 5(d) names any other person with the right to receive dividends or sale proceeds. Item 5(e) is used only on amendments to report when ownership has fallen below 5%. Sample language reads: “As of the date hereof, the reporting person beneficially owns 1,200,000 shares, representing 6.2% of the 19,354,839 shares outstanding as reported on the issuer’s most recent Form 10-Q.”
The consequence of an inaccurate Item 5(c) trade table is a potential Section 10(b) fraud claim. A common misconception is that you can round share counts; you must list exact numbers.
Item 6: Contracts, Arrangements, Understandings or Relationships
Item 6 captures every agreement related to the issuer’s securities, including swaps, voting agreements, joint filing agreements, lock-ups, and pledges. The consequence of omitting a swap or option is the same as omitting beneficial ownership. Bill Ackman’s Pershing Square filings routinely list multiple cash-settled and physically-settled swap counterparties in Item 6.
Sample language reads: “The reporting person has entered into cash-settled total return swaps with Bank A referencing 500,000 shares of common stock, with a maturity of 12 months and a strike of $42.50 per share.” A common misconception is that ordinary brokerage account agreements need to be listed; routine custody and prime brokerage relationships do not, but any security-specific arrangement does.
Item 7: Material to Be Filed as Exhibits
Item 7 lists the exhibits attached to the filing. Required exhibits include any joint filing agreement under Rule 13d-1(k), any agreement referenced in Items 3, 4, or 6, and any power of attorney. The consequence of omitting an exhibit is the same as omitting the disclosure itself: the filing is materially incomplete.
Sample list: “Exhibit 99.1 — Joint Filing Agreement dated [date]; Exhibit 99.2 — Form of Total Return Swap Confirmation; Exhibit 99.3 — Letter to the Board of Directors dated [date].” A common misconception is that exhibits can be summarized; the SEC requires the full document for any agreement that is material to the filing.
Three Real-World Filing Scenarios
The best way to learn Schedule 13D is to walk through how real and hypothetical filers handle it. Below are three of the most common scenarios drawn from recent activist campaigns and SEC enforcement actions.
Scenario 1: Activist Building a Position
| Filer Action | Disclosure Consequence |
|---|---|
| Buys 5.4% over 8 trading days through open-market purchases | Must file SC 13D within 5 business days of crossing 5% |
| Drafts a letter to the board proposing a strategic review | Must describe plan in Item 4 with specific board-change language |
| Increases stake to 6.5% one week later | Triggers 1.1% material change; 2-business-day SC 13D/A required |
Scenario 2: Inadvertent Crossing via Buyback
| Filer Action | Disclosure Consequence |
|---|---|
| Owns 4.8% of a small-cap; issuer announces $200M buyback | Holder’s percentage rises to 5.3% without any new purchase |
| Holder evaluates whether to sell down or file | Crossing the 5% line triggers SC 13D, not 13G, if holder ever had influence intent |
| Holder files SC 13D within 5 business days | Item 3 lists “no funds used; ownership increase due to issuer share repurchase” |
Scenario 3: Group Formation Among Hedge Funds
| Filer Action | Disclosure Consequence |
|---|---|
| Three funds independently own 2%, 2%, and 1.5% | No filing required individually |
| Funds sign a memorandum to vote together for new directors | Group is formed under Rule 13d-5; aggregate 5.5% triggers SC 13D |
| Funds file jointly within 5 business days | Each fund signs the joint filing agreement attached as Exhibit 99 |
Concrete Named Examples
Real filings are the best teachers. Elliott Investment Management’s 2023 Schedule 13D on Salesforce listed specific board-related plans, derivative positions, and source-of-funds details that other filers should mirror. Engine No. 1’s campaign at ExxonMobil demonstrated how a small fund can use a clear Item 4 to win three board seats with less than 0.02% ownership, although the filing itself reflected a group totaling more than 5%.
In a hypothetical example, Maria Chen — the angel investor — files her Schedule 13D after the SPAC redemption pushed her past 5%. Her Item 3 reads “no funds used; ownership increase resulted from share redemptions by other holders.” Her Item 4 says she has no current plans, but she lists all ten enumerated categories and answers each.
In a second hypothetical, David Park files an amendment switching from 13G to 13D after he sends a public letter demanding a sale. His amendment Item 4 spells out the demand and references the letter as Exhibit 99.4. His Item 5(c) updates the trade table for the 60 days preceding the amendment, not the original filing.
Mistakes to Avoid
Schedule 13D mistakes drive a meaningful share of the SEC’s Section 13(d) enforcement docket. Below are the seven most common errors and the negative outcome of each.
- Late filing past 5 business days — leads to SEC civil penalties under Section 21(d) and potential issuer suits for injunctive relief
- Vague Item 4 boilerplate — invites issuer litigation alleging the filer hid a control plan, and can support a fraud claim under Rule 10b-5
- Forgetting cash-settled swaps — exposes the filer to a CSX-style ruling that swap shares count as beneficial ownership
- Missing the 1% amendment trigger — every 1% change is presumed material; missing it triggers a 2-business-day amendment violation
- Filing 13G instead of 13D — once influence intent exists, 13G is false and misleading, and the filer must convert immediately
- Omitting group members on the joint filing agreement — creates joint and several liability and can void the entire filing
- Skipping Item 2 background disclosures — failing to list a 5-year civil securities proceeding is a separate Section 18 false statement violation
- Using paper filing or wrong EDGAR form type — automatic rejection that almost always blows the deadline
- Misstating shares outstanding — using a stale 10-Q number can understate or overstate the percentage and require correction
- Incomplete exhibit list — omitting a referenced agreement is treated as omitting the disclosure itself
Do’s and Don’ts of Schedule 13D Filing
Filers who follow a strict checklist almost never face enforcement. Below are the most useful do’s and don’ts.
- Do confirm beneficial ownership using Rule 13d-3, because attribution rules sweep in options, swaps, and family accounts
- Do calendar both the 5-business-day initial deadline and every 1% threshold, because amendments arrive faster than most teams expect
- Do disclose all ten Item 4 categories explicitly, because the SEC reads silence as a known plan being hidden
- Do attach a signed joint filing agreement when more than one filer is on the cover, because Rule 13d-1(k) requires the writing
- Do file in Inline XBRL format, because non-tagged filings are rejected by EDGAR after December 18, 2024
- Don’t rely on broker confirmations to compute the percentage, because shares outstanding must come from the issuer’s most recent filing
- Don’t treat verbal coordination as harmless, because Rule 13d-5 catches informal agreements
- Don’t copy old Item 4 language, because each campaign has unique facts that the SEC expects to see disclosed
- Don’t forget to update Item 5(c) for every trade in the prior 60 days, because the SEC cross-references EDGAR with broker blue sheets
- Don’t assume your lawyer’s signature satisfies certification, because each reporting person must sign personally or through a properly attached power of attorney
Pros and Cons of Filing Schedule 13D
There are real advantages and disadvantages to triggering a Schedule 13D. Below is a balanced view.
- Pro: Public disclosure can rally other shareholders to support your campaign, often pushing the stock up 3% to 7% on filing day
- Pro: It puts the board on notice of your demands, which can accelerate a settlement and avoid a costly proxy fight
- Pro: It satisfies your legal duty under Section 13(d) and prevents downstream enforcement risk
- Pro: It establishes the public record needed to bring books-and-records demands under Delaware Section 220
- Pro: It makes future Form 4 and Section 16 reporting cleaner because beneficial ownership is already disclosed
- Con: It tips off arbitrageurs and copy-cat funds who can run up the price of further accumulation
- Con: Item 2 background disclosure requires personal information that some filers prefer to keep private
- Con: The 2-business-day amendment cycle creates a heavy ongoing compliance burden
- Con: Item 4 disclosure can lock you into a course of action and limit strategic flexibility
- Con: It invites poison pill adoption by the issuer, which can cap your stake at the 4.99% trigger level
Key Entities and Authorities
Several institutions shape Schedule 13D practice. The SEC’s Division of Corporation Finance issues guidance and reviews filings. The Division of Enforcement brings civil cases against late filers. The Office of Mergers and Acquisitions handles tender-offer overlaps.
Federal courts also matter. The Second Circuit’s decision in CSX Corp. v. TCI shaped how swaps are treated under Rule 13d-3. The Delaware Court of Chancery’s rulings in cases like Hollinger International v. Black shape how Item 4 statements bind activists in subsequent litigation.
Self-regulatory bodies and data providers round out the ecosystem. FINRA supplies broker blue-sheet data the SEC uses to audit Item 5(c). Bloomberg and Refinitiv aggregate filings for the market. Filing agents like Donnelley Financial Solutions and Workiva handle the EDGAR submission for most institutional filers.
Recap of Key Court Rulings
A handful of cases drive modern Schedule 13D practice. CSX Corp. v. The Children’s Investment Fund Management held that cash-settled total return swaps can confer beneficial ownership when the counterparty’s voting behavior is influenced by the swap holder. GAF Corp. v. Milstein, 453 F.2d 709 (2d Cir. 1971), established that issuers have an implied right to seek injunctive relief for Section 13(d) violations.
Rondeau v. Mosinee Paper Corp., 422 U.S. 49 (1975), held that an issuer must show irreparable harm to obtain an injunction for a late 13D filing, which limits the practical reach of issuer suits. Treadway Cos. v. Care Corp., 638 F.2d 357 (2d Cir. 1980), addressed how group formation under Rule 13d-5 requires an agreement to act together rather than mere parallel conduct.
The consequence of these rulings is that activists must take Item 4 disclosure seriously, monitor swap exposure, and document the absence of group agreements with care. A common misconception is that older cases no longer apply; in fact, GAF and Rondeau still set the framework that lower courts use today.
FAQs
Do I have to file Schedule 13D if I cross 5% by accident?
Yes. Inadvertent crossings still trigger the 5-business-day deadline because Section 13(d) is a strict liability statute on timing, although you may later switch to Schedule 13G if eligible.
Is Schedule 13D required for foreign private issuers’ shareholders?
Yes. If the issuer has a class of voting equity registered under Section 12 of the Exchange Act, holders must file Schedule 13D regardless of where the issuer is incorporated.
Can I file Schedule 13G instead of Schedule 13D?
No. If you have any intent to influence control of the issuer, you must file Schedule 13D, and filing a 13G in those circumstances is treated as a materially false filing.
Does the 5-business-day deadline include the day of the triggering trade?
No. Under the 2024 amendments, day one is the business day after the crossing, so a Monday crossing means the filing is due by close of business the following Monday.
Are cash-settled swaps included in beneficial ownership?
Yes. Following the CSX line of cases and SEC guidance, cash-settled swaps can confer beneficial ownership when paired with an understanding about voting or accumulation.
Must each member of a Rule 13d-5 group sign the filing?
Yes. Every member of the group must sign the Schedule 13D and the joint filing agreement attached as an exhibit, or grant a written power of attorney to a co-filer.
Do I have to amend Schedule 13D for every share I buy or sell?
No. Only material changes require an amendment, although any change of 1% or more in beneficial ownership is presumed material under Rule 13d-2.
Can I withdraw Schedule 13D once my stake drops below 5%?
Yes. You file a final Schedule 13D/A reporting ownership below 5% and stating that this is the final amendment, after which no further filings are required.
Are insiders subject to Schedule 13D in addition to Form 4?
Yes. Officers, directors, and 10% holders who cross 5% with influence intent must file both Schedule 13D and Section 16 reports because the two regimes serve different purposes.
Do I need a lawyer to file Schedule 13D?
No. The SEC permits self-filing through EDGAR, but most filers retain securities counsel and a filing agent because the seven Items, exhibit list, and XBRL tagging carry meaningful liability risk.
Can the SEC suspend my voting rights for a late filing?
Yes. Federal courts have ordered “sterilization” of voting rights in extreme cases as an equitable remedy, and the SEC can also seek civil penalties and disgorgement.
Is Schedule 13D required for non-voting equity?
No. Section 13(d) applies only to classes of voting equity registered under Section 12, although certain convertible non-voting securities can count toward beneficial ownership if convertible within 60 days.
Related reading
- How to Fill Out SEC Form 10-K (w/Examples) + FAQs
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- How to Fill Out SEC Form 13F (w/Examples) + FAQs
- How to Fill Out SEC Form 4 (w/Examples) + FAQs
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