Amended Statement of Beneficial Ownership (sc 13d/a)
June 09 2017 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Hydrogenics
Corporation
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
448883207
(CUSIP Number)
CommScope, Inc.
1100
CommScope Place, SE
Hickory, North Carolina 28602
(800) 324-2200
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 8, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1.
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Names of
Reporting Persons
CommScope Holding Company, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
664,017
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
664,017
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
664,017
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%
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14.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons
CommScope, Inc.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
664,017
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
664,017
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
664,017
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%
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14.
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Type of Reporting Person (See
Instructions)
CO
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1.
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Names of
Reporting Persons
CommScope, Inc. of North Carolina
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
North
Carolina
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
664,017
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
664,017
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
664,017
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%
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14.
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Type of Reporting Person (See
Instructions)
CO
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EXPLANATORY NOTE
The following constitutes Amendment No. 12 (“Amendment No. 12”) to the statement on Schedule 13D previously filed by the undersigned with
the Securities and Exchange Commission (the “SEC”) on August 17, 2010, as amended on October 1, 2010, April 4, 2011, July 1, 2011, May 16, 2014, November 4, 2014, February 12, 2015, March 12, 2015,
April 21, 2016, March 20, 2017, April 18, 2017 and May 11, 2017 (as amended through the date hereof, the “Schedule 13D”). The Schedule 13D remains in full force and effect, except as specifically amended by this
Amendment No. 12. The Schedule 13D is filed by CommScope Holding Company, Inc. (“Holding”), CommScope Inc., a Delaware corporation (“Parent”) and a wholly-owned subsidiary of Holding, and CommScope, Inc. of North Carolina, a
North Carolina corporation and a wholly-owned subsidiary of Parent (“CommScope NC” and together with Holding and Parent, the “Reporting Persons”). The Schedule 13D relates to the common stock (the “Common Stock”) of
Hydrogenics Corporation, a corporation existing under the laws of Canada (“Hydrogenics”).
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Item 5.
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Interest in Securities of the Issuer
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CommScope NC directly owns 664,017 shares of
Common Stock, or 5.3% of the Common Stock outstanding. Each of Parent, as the owner of all the outstanding equity of CommScope NC, and Holding, as the owner of all the outstanding equity of Holding, may be deemed the beneficial owner of the shares
of Common Stock held by CommScope NC.
Within the 60 days prior to the date hereof, CommScope NC entered into the transactions set forth in
Schedule A, which scheduled is incorporated into this Item 5 by reference.
The percentage of Common Stock reported as beneficially owned
by the Reporting Persons is based upon 12,547,567 shares of Common Stock outstanding as of March 31, 2017, as reported in Exhibit 99.2 to Hydrogenics’ Current Report on Form
6-K,
filed with the SEC
on May 12, 2017.
1
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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COMMSCOPE HOLDING COMPANY, INC.
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6/9/17
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Date
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/s/ Frank B. Wyatt,
II
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Signature
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Frank B. Wyatt, II
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Senior Vice President
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Name/Title
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COMMSCOPE, INC.
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6/9/17
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Date
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/s/ Frank B. Wyatt,
II
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Signature
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Frank B. Wyatt, II
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Senior Vice President
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Name/Title
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COMMSCOPE, INC. OF NORTH CAROLINA
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6/9/17
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Date
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/s/ Frank B. Wyatt,
II
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Signature
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Frank B. Wyatt, II
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Senior Vice President
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Name/Title
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2
Schedule A
Set forth below is a list of open market transactions in shares of the Common Stock which have been effected by the Reporting Persons NC in
the past 60 days. All such transactions were privately-negotiated transactions pursuant to brokers’ transactions, transactions with a market maker or in riskless principal transactions.
The prices reported below are weighted average prices. The shares were sold in multiple transactions at prices in the ranges reported below.
The Reporting Persons undertake to provide to the Company, any security holder of the Company, 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 ranges set forth below.
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Trade Date
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Entity
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Purchase or Sale
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Quantity
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Weighted Average
Price
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Price Ranges
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4/10/17
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CommScope NC
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Sale
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4,421
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$
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7.2099
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$7.10 – $7.40
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4/11/17
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CommScope NC
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Sale
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15,350
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$
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7.4438
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$7.30 – $7.60
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4/12/17
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CommScope NC
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Sale
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11,315
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$
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7.2115
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$6.95 – $7.60
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4/13/17
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CommScope NC
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Sale
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6,241
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$
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7.1140
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$7.00 – $7.275
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4/17/17
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CommScope NC
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Sale
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3,100
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$
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6.9813
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$6.85 – $7.15
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4/18/17
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CommScope NC
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Sale
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1,855
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$
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6.9244
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$6.85 – $7.00
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4/19/17
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CommScope NC
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Sale
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2,208
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$
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6.7837
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$6.70 – $6.90
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4/20/17
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CommScope NC
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Sale
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2,900
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$
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6.7181
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$6.55 – $6.80
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4/21/17
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CommScope NC
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Sale
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5,450
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$
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7.0427
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$6.60 – $7.20
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4/24/17
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CommScope NC
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Sale
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3,698
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$
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7.1681
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$7.05 – $7.25
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4/25/17
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CommScope NC
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Sale
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9,142
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$
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7.3042
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$7.15 – $7.50
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4/26/17
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CommScope NC
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Sale
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15,700
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$
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7.0880
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$6.95 – $7.40
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4/27/17
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CommScope NC
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Sale
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9,061
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$
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6.9391
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$6.55 – $7.15
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4/28/17
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CommScope NC
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Sale
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13,021
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$
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7.4341
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$7.30 – $7.90
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5/1/17
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CommScope NC
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Sale
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10,156
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$
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7.5614
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$7.30 – $7.70
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5/2/17
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CommScope NC
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Sale
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13,701
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$
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7.4309
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$7.30 – $7.55
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5/3/17
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CommScope NC
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Sale
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11,082
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$
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7.2253
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$7.05 – $7.65
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5/4/17
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CommScope NC
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Sale
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7,383
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$
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6.7876
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$6.60 – $7.10
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5/5/17
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CommScope NC
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Sale
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8,476
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$
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6.7587
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$6.70 – $6.85
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5/8/17
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CommScope NC
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Sale
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2,420
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$
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6.7603
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$6.70 – $6.90
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5/9/17
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CommScope NC
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Sale
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6,852
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$
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6.7150
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$6.65 – $6.90
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5/10/17
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CommScope NC
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Sale
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4,096
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$
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6.6421
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$6.55 – $6.70
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5/11/17
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CommScope NC
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Sale
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5,800
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$
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6.5198
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$6.45 – $6.575
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5/12/17
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CommScope NC
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Sale
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12,012
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$
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6.9394
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$6.50 – $7.25
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5/15/17
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CommScope NC
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Sale
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8,645
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$
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7.2534
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$7.15 – $7.45
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5/16/17
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CommScope NC
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Sale
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8,697
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$
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7.4977
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$7.25 – $7.70
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5/17/17
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CommScope NC
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Sale
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5,850
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$
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7.4194
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$7.25 – $7.65
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5/18/17
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CommScope NC
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Sale
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5,200
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$
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7.0529
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$6.85 – $7.35
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5/19/17
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CommScope NC
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Sale
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3,058
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$
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7.2496
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$7.05 – $7.35
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5/22/17
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CommScope NC
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Sale
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400
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$
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7.1625
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$7.1625
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5/23/17
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CommScope NC
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Sale
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2,900
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$
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7.0877
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$7.00 – $7.20
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5/24/17
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CommScope NC
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Sale
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2,531
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$
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7.1197
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$7.05 – $7.30
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5/25/17
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CommScope NC
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Sale
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1,700
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$
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7.0647
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$7.00 – $7.10
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5/26/17
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CommScope NC
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Sale
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1,699
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$
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7.0705
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$7.05 – $7.15
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5/30/17
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CommScope NC
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Sale
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6,121
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$
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6.9935
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$6.90 – $7.15
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5/31/17
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CommScope NC
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Sale
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3,200
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$
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6.9469
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$6.90 – $7.15
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6/1/17
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CommScope NC
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Sale
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1,720
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$
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7.1102
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$6.95 – $7.25
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6/2/17
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CommScope NC
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Sale
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8,215
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$
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7.4827
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$7.25 – $7.55
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6/5/17
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CommScope NC
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Sale
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24,464
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$
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7.8332
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$7.40 – $8.05
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6/6/17
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CommScope NC
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Sale
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5,700
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$
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7.8035
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$7.70 – $7.90
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6/7/17
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CommScope NC
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Sale
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9,075
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$
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7.4512
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$7.00 – $7.75
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6/8/17
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CommScope NC
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Sale
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76,769
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$
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8.6449
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$8.00 – $9.20
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