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 Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. ☐
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).
CUSIP No. 202608105
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SCHEDULE 13D
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSON
OLMA Capital Management Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland
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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
1,948,001 shares of Common Stock
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,948,001 shares of Common Stock
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,948,001 shares of Common Stock
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(see Item 5)
6.0%
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14
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TYPE OF REPORTING PERSON
IA, OO
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|
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CUSIP No. 202608105
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SCHEDULE 13D
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Page 3 of 8 Pages
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Item 1.
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SECURITY AND ISSUER.
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This Schedule 13D relates
to the Common Stock, $0.01 par value per share (the “Common Stock”), of Commercial Vehicle Group, Inc., a Delaware
corporation (the “Issuer”). The Issuer’s principal executive offices are located at 7800 Walton Parkway,
New Albany, Ohio 43054.
Item 2.
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IDENTITY AND BACKGROUND.
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(a)
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This Schedule 13D is being filed by
OLMA Capital Management Limited, a private company limited by shares organized under the laws of the Republic of Ireland (the
“Reporting Person”), with respect to the shares of Common Stock directly held by OLMA Industries LP (formerly
known as Coppinger International LP) (“OLMA Industries”), a limited partnership organized under the laws
of the Republic of Ireland, to which the Reporting Person serves as the general partner and investment manager.
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(b)
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The address of the principal business office of
the Reporting Person is 7 Seville Place, Dublin 1, Ireland.
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(c)
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The principal business of the Reporting Person
is to serve as the general partner of and to act as investment manager to OLMA Industries.
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(d)
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The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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The Reporting Person is a private company limited
by shares organized under the laws of the Republic of Ireland.
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Schedule A attached
hereto sets forth the information required by Instruction C of the instructions to Schedule 13D.
Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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As of the date hereof,
the Reporting Person has purchased for the account of OLMA Industries an aggregate of 1,948,001 shares of Common Stock for an
aggregate consideration of approximately $6,456,083, excluding brokerage commissions. The purchases were funded with the capital
contributions of investors in OLMA Industries.
Item 4.
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PURPOSE OF TRANSACTION.
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On April 6, 2020, OLMA
Industries and Vevo North America Capital Partners, Inc. (“Vevo”) entered into a Sale and Purchase Purchase
Agreement (the “Vevo Purchase Agreement”) pursuant to which OLMA Industries acquired 1,268,519 shares of Common
Stock, at a price of $3.00 per share, previously owned by Vevo. This Item 4 does not provide a complete description of the Vevo
Purchase Agreement, and such description is qualified in its entirety by reference to the agreement, a form of which is set forth
as Exhibit 99.1 to this Schedule 13D and is incorporated by reference herein.
CUSIP No. 202608105
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SCHEDULE 13D
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Page 4 of 8 Pages
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On September 24, 2020,
the Reporting Person issued a press release (the “Press Release”) announcing its significant investment in
the Issuer. The foregoing description of the Press Release is not complete and is qualified in its entirety by reference to the
Press Release, a copy of which is filed herewith as Exhibit 99.2 to this Schedule 13D and is incorporated by reference
herein.
The Reporting
Person acquired the shares of Common Stock because it believed the Common Stock is undervalued and represents an attractive
investment opportunity. The Reporting Person intends to consider, explore and develop plans and potentially make proposals
(whether preliminary or final) with respect to, among other things, potential changes in the Issuer’s operations,
management, Board of Directors’ (the “Board”) composition, governance, capital and corporate
structure, capital allocation policies, strategy and plans and potential strategic transactions involving the Issuer or
certain of the Issuer’s businesses or assets. The Reporting Person may change its intention with respect to any and all
matters referred to in this Item 4 and/or in proposing or taking one or more of the other actions described in
subsections (a) through (j) of Item 4 of Schedule 13D as the Reporting Person may deem appropriate. The Reporting Person
intends to communicate with the Issuer’s management and the Issuer’s Board about a broad range of matters,
including, without limitation, any of the foregoing and may communicate with other shareholders or third parties regarding
the Issuer. The Reporting Person may exchange information with any such persons pursuant to appropriate confidentiality or
similar agreements.
The Reporting Person intends
to review its investment in the Common Stock on a continuing basis and depending upon various factors, including, without limitation,
the Issuer’s financial position and strategic direction, general economic and industry conditions, price levels of the Common
Stock, the outcome of any discussions referenced above, actions taken by the Board and other investment opportunities available
to the Reporting Person, the Reporting Person may in the future, as it deems appropriate, modify OLMA Industries’ ownership
of the Common Stock or other securities of the Issuer or derivative securities related thereto.
Item 5.
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INTEREST IN SECURITIES OF THE COMPANY.
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(a)
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The information set forth in rows 11
and 13 of the cover page to this Schedule 13D is incorporated herein by reference. The percentage set forth in row 13 is
based on 32,645,048 outstanding shares of Common Stock as of August 10, 2020, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2020, as filed with the Securities and Exchange Commission on
August 10, 2020.
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(b)
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The information set forth in rows 7 through 10
of the cover page to this Schedule 13D is incorporated herein by reference.
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(c)
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Except as disclosed in Item 4 of this Schedule
13D and as set forth on Schedule B attached hereto, there have been no transactions in the shares of Common Stock
during the 60 days prior to the date of this Schedule 13D by the Reporting Person.
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(d)
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No person (other than OLMA Industries and the Reporting
Person) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock subject to this Schedule 13D.
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(e)
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Not applicable.
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CUSIP No. 202608105
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SCHEDULE 13D
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Page 5 of 8 Pages
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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The disclosure concerning
the Vevo Purchase Agreement contained in Item 4 of this Schedule 13D is incorporated by reference herein.
Except as set forth herein,
there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect
to the Common Stock.
CUSIP No. 202608105
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SCHEDULE 13D
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Page 6 of 8 Pages
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SIGNATURES
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.
Dated: September 24, 2020
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OLMA CAPITAL MANAGEMENT LIMITED
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By:
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/s/ George Guthrie
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Name:
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George Guthrie
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Title:
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Partner, Head of Legal and Compliance & Company Secretary
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CUSIP No. 202608105
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SCHEDULE 13D
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Page 7 of 8 Pages
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Schedule A
The following sets forth
the name, position, address, principal occupation and citizenship or jurisdiction of each general partner, managing member, control
person, director and/or executive officer of the Reporting Person (the “Instruction C Persons”). To the best
of the Reporting Person’s knowledge, (i) none of the Instruction C Persons during the last five years has been convicted
in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws and (ii) none of the Instruction C Persons owns any shares of Common
Stock or is party to any contract or agreement as would require disclosure in this Schedule 13D except as otherwise disclosed
herein.
OLMA Capital Management Limited
Name
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Title or Relationship
with Reporting Person
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Present Principal
Occupation or Employment
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Citizenship or
Jurisdiction of Organization
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Principal Place
of Business
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Philippe Der Megreditchian
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Managing Partner
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Managing Partner – OLMA Conseil SAS
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France
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13 rue du Docteur Lancereaux, 75008 Paris, France
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Stepan Petrossian
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Managing Partner
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Managing Partner – OLMA Conseil SAS
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France
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13 rue du Docteur Lancereaux, 75008 Paris, France
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David Ogilvie-Forbes
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Director
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Director – OLMA Capital Management Limited
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United Kingdom
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174 Merton Road, London SW19 1EG,
United Kingdom
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Nicolas Salmon
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Director
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Partner – OLMA Capital Management Limited
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France
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17 route d’Entrevayes, Champéry, Valais
1874, Switzerland
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Connell Gallagher
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Director
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Director – CAD-IT Consultants (Europe) Limited
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Ireland
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15 Hampton Park, Booterstown, Co. Dublin,
Ireland
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Rachel Gallagher
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Director
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Digital Director – Drury
Communications Limited
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Ireland
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17a Gilford
Road, Sandymount, Co. Dublin, D04 RK29, Ireland
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CUSIP No. 202608105
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SCHEDULE 13D
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Page 8 of 8 Pages
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Schedule B
Transactions
in the Shares of the Issuer During the Last 60 Days
The following tables
set forth all transactions in the shares of Common Stock effected in the past 60 days by the Reporting Person. All such transactions
were effected in the open market through brokers and the price per share excludes commissions. Where a price range is provided
in the column Price Range ($), the price reported in that row’s column Price Per Share ($) is a weighted average price.
These shares of Common Stock were purchased in multiple transactions at prices between the price ranges indicated in the column
Price Range ($). The Reporting Person will undertake to provide to the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares of Common Stock sold at each separate price.
Trade
Date
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Shares Purchased (Sold)
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Price Per Share ($)
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Price Range ($)
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9/11/2020
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47,380
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5.0191
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5.0038 – 5.0400
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9/14/2020
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250,000
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5.1270
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4.9716 – 5.2940
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9/15/2020
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32,078
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5.5531
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5.4862 – 5.6393
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9/16/2020
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15,000
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5.7211
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9/18/2020
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10,000
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5.6988
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9/21/2020
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20,000
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5.4402
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5.3826 – 5.4978
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9/22/2020
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12,500
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5.3699
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