Statement of Changes in Beneficial Ownership (4)
April 01 2019 - 4:59PM
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
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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
*
Johnson Bankole A.
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2. Issuer Name
and
Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC.
[
ADIL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
1001 RESEARCH PARK BLVD., SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/28/2019
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(Street)
CHARLOTTESVILLE, VA 22911
(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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3/28/2019
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P
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40000
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A
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$3.1452
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314768
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D
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Common Stock
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3/29/2019
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P
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30000
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A
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$3.4718
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344768
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D
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Common Stock
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3/29/2019
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P
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2500
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A
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$3.4676
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347268
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D
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Common Stock
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3/29/2019
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P
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600
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A
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$3.2967
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347868
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D
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Common Stock
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40463
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I
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Medico-Trans Company, LLC
(1)
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Common Stock
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848336
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I
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En Fideicomiso De Mi Vida 11/23/2010 (Trust)
(2)
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Common Stock
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93000
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I
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En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017
(2)
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Common Stock
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22320
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I
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En Fideicomiso De Mis Suenos 11/23/2010 (Trust)
(2)
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Common Stock
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10000
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I
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De Mi Amor 11/23/2010 (Trust)
(2)
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Common Stock
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4650
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I
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Efunbowale Johnson
(3)
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Common Stock
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1395
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I
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Ade Johnson
(3)
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Common Stock
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1395
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I
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Lola Johnson
(3)
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Common Stock
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930
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I
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Lina Tiouririne
(3)
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Common Stock
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930
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I
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Aida Tiouririne
(3)
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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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Stock Option
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$5.70
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(4)
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6/30/2027
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Common Stock
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5580
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5580
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D
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Stock Option
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$3.01
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(5)
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3/23/2029
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Common Stock
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250000
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250000
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D
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Warrant to purchase common stock
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$7.63
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10/10/2017
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12/31/2031
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Common Stock
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3275
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3275
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D
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Warrant to purchase common stock
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$6.25
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7/31/2018
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7/31/2023
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Common Stock
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189714
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189714
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D
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Warrant to purchase common stock
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$5.00
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11/12/2018
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7/31/2023
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Common Stock
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17600
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17600
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D
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Explanation of Responses:
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(1)
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Medico-Trans Company, LLC is controlled by Bankole Johnson.
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(2)
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Dr. Johnson is the trustee of each of these trusts.
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(3)
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Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares.
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(4)
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Options to buy 3,100 shares are currently exercisable with the remaining options to buy 2,480 shares vesting 1/36th (155 shares) on the first day of each month over the remaining 16 months.
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(5)
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Options to buy 250,000 shares vest pro rata on a monthly basis over 36 months commencing March 24, 2019.
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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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Johnson Bankole A.
1001 RESEARCH PARK BLVD., SUITE 100
CHARLOTTESVILLE, VA 22911
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X
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Chief Medical Officer
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Signatures
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/s/ Bankole Johnson
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4/1/2019
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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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