(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), (f) or (g), check the following box ¨.
* 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.
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. 471172106
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(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
WC
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5
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CHECK BOX 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
1,169,277
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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
1,169,277
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,169,277
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 471172106
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Privet Fund Management LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(b) ¨
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3
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SEC USE ONLY
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4
|
SOURCE OF FUNDS
WC, AF
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5
|
CHECK BOX 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
|
8
|
SHARED VOTING POWER
1,169,277
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9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,169,277
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,169,277
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
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14
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TYPE OF REPORTING PERSON
OO
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|
|
|
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CUSIP No. 471172106
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Ryan Levenson
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) þ
(b) ¨
|
3
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SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
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5
|
CHECK BOX 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 United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,169,277
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9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,169,277
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,169,277
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
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14
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TYPE OF REPORTING PERSON
IN
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|
|
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CUSIP No. 471172106
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Page 5 of 9 Pages
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Item 1.
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Security and Issuer.
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The class of securities to which this statement
relates is the common stock, $0.0001 par value per share (the “Common Stock”), of Jason Industries, Inc., a
Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 833 E.
Michigan Street, Suite 900, Milwaukee, WI 53202.
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Item 2.
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Identity and Background.
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(a) This statement
is being filed by (i) Privet Fund Management LLC, a Delaware limited liability company (“Privet Management”),
(ii) Privet Fund LP, a Delaware limited partnership (“Privet”) and (iii) Ryan Levenson (“Mr. Levenson”)
(the foregoing persons are hereinafter referred to collectively as the “Reporting Persons”).
(b) The address of
the principal offices of Privet Management and Privet is 79 West Paces Ferry Road, Suite 200B, Atlanta, GA 30305. The business
address of Mr. Levenson is 79 West Paces Ferry Road, Suite 200B, Atlanta, GA 30305.
(c) The principal business
of Privet Management is providing administrative and management services to Privet. The principal business of Privet is that of
private funds engaged in investment in securities for their own account. The principal occupation or employment of Mr. Levenson
is manager of Privet Management.
(d) During the last
5 years, none of Privet Management, Privet or Mr. Levenson has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last
5 years, none of Privet Management, Privet or Mr. Levenson has been party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person or entity 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.
(f) Mr. Levenson is
a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 1,169,277
shares of Common Stock beneficially owned by the Reporting Persons is approximately $570,987.43 not including brokerage commissions,
which was funded with partnership funds of Privet. Privet effects purchases of securities primarily through margin accounts maintained
for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts,
subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.
CUSIP No. 471172106
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Page 6 of 9 Pages
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Item 4.
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Purpose of Transaction.
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The Reporting Persons do not have any present
plans or proposals which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions
discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment
strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions,
the Reporting Persons may in the future take such actions with respect to an investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and the board of directors of the Issuer, engaging in
discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals
to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations
of the Issuer, purchasing shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect
to the Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a) As of the
date of this filing, the Reporting Persons beneficially own 1,169,277 shares (the “Shares”), or approximately
4.16%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Form 10-Q filed by the Issuer
on August 12, 2019 for the quarterly period ended June 30, 2019, which reported that 28,118,760 shares of Common Stock were outstanding
as of August 2, 2019).
(b) Privet Management is the General Partner
of Privet, and Mr. Levenson is the sole managing member of Privet Management. Accordingly, Privet Management and Mr. Levenson may
be deemed to hold shared voting power and dispositive power with respect to the Shares held by Privet, and Mr. Levenson may be
deemed to hold shared voting and dispositive power with respect to the Shares deemed to be held by Privet Management.
As a result of the formation of a group
constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Shares; however, each of the Reporting
Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.
Except as set
forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote
and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person.
(c) Except as
set forth on Schedule I, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons.
(d) Not applicable.
(e) On August
30, 2019, Privet, Privet Management and Mr. Levenson ceased to be the beneficial owner of more than five percent (5%) of the Common
Stock of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.
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The Reporting
Persons have entered into the Joint Filing Agreement filed as Exhibit 99.1 hereto.
CUSIP No. 471172106
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Page 7 of 9 Pages
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Item 7.
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Materials to be Filed as Exhibits.
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Exhibit 99.1
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Joint Filing Agreement.
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CUSIP No. 471172106
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Page 8 of 9 Pages
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Signature
After reasonable inquiry and to the best
of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: August 30, 2019
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PRIVET FUND LP
By: Privet Fund Management LLC,
Its General Partner
By: /s/ Ryan Levenson______________
Name: Ryan Levenson
Its: Managing Member
PRIVET FUND MANAGEMENT LLC
By: /s/Ryan Levenson___________________
Name: Ryan Levenson
Its: Managing Member
/s/ Ryan Levenson____
Ryan Levenson
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CUSIP No. 471172106
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Page 9 of 9 Pages
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SCHEDULE 1
Shares Acquired or Sold by the Reporting
Persons in the Last 60 Days:
Trade Date
|
Nature of Transaction
(Purchase/Sale)
|
Number of Shares
|
Price Per Share(2)
|
8/1/2019
|
Purchase
|
99,863
|
$0.54(3)
|
8/2/2019
|
Purchase
|
52,678
|
$0.58(4)
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8/14/2019
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Sale
|
(20,000)
|
$0.48
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8/15/2019
|
Sale
|
(26,972)
|
$0.41
|
8/16/2019
|
Purchase
|
500,000
|
$0.50(5)
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8/19/2019
|
Purchase
|
229,220
|
$0.50(6)
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8/20/2019
|
Purchase
|
545,780
|
$0.53(7)
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8/21/2019
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Purchase
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280,075
|
$0.55(8)
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8/22/2019
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Purchase
|
8,613
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$0.58(9)
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8/30/2019
|
Sale
|
(499,980)
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$0.62
|
|
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(1)
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Not including any brokerage fees.
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(2)
|
The price per share reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3)-(9) to this Schedule 13D.
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(3)
|
These shares were purchased at prices ranging from $0.50 - $0.57, inclusive.
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(4)
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These shares were purchased at prices ranging from $0.54 - $0.58, inclusive.
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(5)
|
These shares were purchased at prices ranging from $0.46 - $0.51, inclusive.
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(6)
|
These shares were purchased at prices ranging from $0.50 - $0.53, inclusive.
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(7)
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These shares were purchased at prices ranging from $0.52 - $0.59, inclusive.
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(8)
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These shares were purchased at prices ranging from $0.53 - $0.58, inclusive.
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(9)
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These shares were purchased at prices ranging from $0.58 - $0.58, inclusive.
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