(Amendment No. 8)*
Alexandra A. Toohey
Baker Bros. Advisors LP
(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 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 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 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 50015M109
|
|
Page 2 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,566,068 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,566,068 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,566,068
(1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IA, PN
|
|
|
|
|
|
|
|
(1) Includes 35,988 shares of common stock (“Common
Stock”) of Kodiak Sciences Inc. (the “Issuer”) underlying 35,988 non-qualified options exercisable for Common Stock
(“Stock Options”).
(2) Based on 51,717,286 shares of Common Stock outstanding
as of October 29, 2021 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”)
on November 9, 2021.
CUSIP No. 50015M109
|
|
Page 3 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,566,068 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,566,068 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,566,068
(1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
HC, OO
|
|
|
|
|
|
|
|
(1) Includes 35,988 shares of Common Stock underlying 35,988
Stock Options.
(2) Based on 51,717,286 shares of Common Stock outstanding
as of October 29, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021.
CUSIP No. 50015M109
|
|
Page 4 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,566,068 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,566,068 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,566,068
(1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IN, HC
|
|
|
|
|
|
|
|
(1) Includes 35,988 shares of Common Stock underlying
35,988 Stock Options.
(2) Based on 51,717,286 shares of Common Stock outstanding
as of October 29, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021.
CUSIP No. 50015M109
|
|
Page 5 of 9 Pages
|
1.
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ¨
(b) ¨
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
OO
|
5.
|
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,566,068 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,566,068 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,566,068
(1)
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1% (1)(2)
|
14.
|
TYPE OF REPORTING PERSON*
IN, HC
|
|
|
|
|
|
|
|
(1) Includes 35,988 shares of Common Stock underlying 35,988
Stock Options.
(2) Based on 51,717,286 shares of Common Stock outstanding
as of October 29, 2021 as reported in the Issuer’s Form 10-Q filed with the SEC on November 9, 2021.
Amendment No. 8 to Schedule 13D
This Amendment No. 8 to Schedule 13D amends and supplements the previously
filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”),
Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as supplemented herein, such statements,
as heretofore amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667,
L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power over
securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
All capitalized terms contained herein but not otherwise defined shall
have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of this Schedule 13D is supplemented and
superseded, as the case may be, as follows:
The disclosures in Item 5 are incorporated herein, by reference.
|
ITEM 4.
|
Purpose of the Transaction.
|
Item 4 of Schedule 13D is supplemented and superseded, as the case
may be, as follows:
This Amendment No. 8 is being filed to report the acquisition of common
stock (“Common Stock”) of Kodiak Sciences Inc. (the “Issuer”) reported in Item 5(c) that resulted in a more than
1 percent change in beneficial ownership. The disclosure regarding the purchases in Item 5(c) below is incorporated herein by reference.
The Funds hold securities of the Issuer for investment purposes. The
Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times
depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common
Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities,
economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors of the Issuer
(the “Board”) and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer
and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer,
which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions to the
management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer (by means of open market purchases,
privately negotiated purchases, exercising some or all of the Stock Options (defined in Item 5), or otherwise) or to dispose of some or
all of the securities of the Issuer under their control.
Except as otherwise disclosed herein, at the present time, the Reporting
Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without
limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
|
ITEM 5.
|
Interest in Securities of the Issuer.
|
Item 5 of this Schedule 13D is hereby amended and restated in its entirety
as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of
this Amendment No. 8 are incorporated herein by reference.
Set forth below is the aggregate number of shares of Common Stock of
the Issuer, directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons:
Holder
|
|
Common Stock
|
|
667, L.P.
|
|
|
1,165,568
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
14,364,512
|
|
Total
|
|
|
15,530,080
|
|
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Felix J. Baker, a managing member of the Adviser GP, currently
serves on the Board of the Issuer. He is Chair of the Compensation Committee and serves on the Nominating/Governance Committee.
Felix J. Baker, as compensation for his service on the Board, receives non-qualified stock options to purchase shares of Common
Stock of the Issuer (“Stock Options”). Felix J. Baker holds: 24,747 vested Stock Options that have an exercise price of
$10.13 per share expiring June 2, 2029; 4,135 vested Stock Options that have an exercise price of $62.50 per share expiring June 7,
2030; 7,106 vested Stock Options that have an exercise price of $54.12 per share expiring June 29, 2030; and 7,368 Stock Options
which were granted on June 30, 2021, that have an exercise price of $93.00 per share expiring June 29, 2031 and which will vest on
the earlier of June 30, 2022 or one day prior to the next annual meeting of the Issuer’s stockholders. The policy of the Funds
and the Adviser does not permit managing members of the Adviser GP to receive compensation for serving as directors of the Issuer,
and the Funds are instead entitled to the pecuniary interest in any compensation received for their service.
The Adviser has voting and investment power over the Stock Options,
Common Stock, Common Stock underlying such Stock Options, and Common Stock received from the exercise of Stock Options by Felix J.
Baker received as directors’ compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as managing members of the Adviser
GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Stock Options,
Common Stock, Common Stock received from the exercise of Stock Options and Common Stock underlying such Stock Options held by Felix J.
Baker received as director’s compensation.
(c) The following transactions in the Issuer’s Common Stock
were effected by the Funds during the sixty days preceding the filing of this statement using their working capital. All purchase
transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein, none of the Reporting
Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
Name
|
|
Date
|
|
|
Number of Shares
|
|
|
Transaction
|
|
|
Price/Share
|
|
|
Footnote
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/21/2022
|
|
|
|
102,207
|
|
|
|
Purchase
|
|
|
|
56.5742
|
|
|
|
1
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/21/2022
|
|
|
|
31,207
|
|
|
|
Purchase
|
|
|
|
57.5285
|
|
|
|
2
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
19,750
|
|
|
|
Purchase
|
|
|
|
56.3873
|
|
|
|
3
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
1,200
|
|
|
|
Purchase
|
|
|
|
56.5950
|
|
|
|
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
116,083
|
|
|
|
Purchase
|
|
|
|
56.8650
|
|
|
|
4
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
25,900
|
|
|
|
Purchase
|
|
|
|
57.5876
|
|
|
|
5
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
132,367
|
|
|
|
Purchase
|
|
|
|
58.1258
|
|
|
|
6
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
9,350
|
|
|
|
Purchase
|
|
|
|
58.7559
|
|
|
|
7
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/24/2022
|
|
|
|
57,547
|
|
|
|
Purchase
|
|
|
|
58.8709
|
|
|
|
8
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/25/2022
|
|
|
|
5,500
|
|
|
|
Purchase
|
|
|
|
58.8971
|
|
|
|
9
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/27/2022
|
|
|
|
86,479
|
|
|
|
Purchase
|
|
|
|
52.0415
|
|
|
|
10
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/27/2022
|
|
|
|
117,291
|
|
|
|
Purchase
|
|
|
|
51.5881
|
|
|
|
11
|
|
667, L.P.
|
|
|
1/27/2022
|
|
|
|
4,465
|
|
|
|
Purchase
|
|
|
|
51.6713
|
|
|
|
12
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/27/2022
|
|
|
|
54,024
|
|
|
|
Purchase
|
|
|
|
51.6713
|
|
|
|
12
|
|
667, L.P.
|
|
|
1/28/2022
|
|
|
|
1,851
|
|
|
|
Purchase
|
|
|
|
49.7011
|
|
|
|
13
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/28/2022
|
|
|
|
22,395
|
|
|
|
Purchase
|
|
|
|
49.7011
|
|
|
|
13
|
|
667, L.P.
|
|
|
1/28/2022
|
|
|
|
1,414
|
|
|
|
Purchase
|
|
|
|
50.5555
|
|
|
|
14
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/28/2022
|
|
|
|
17,119
|
|
|
|
Purchase
|
|
|
|
50.5555
|
|
|
|
14
|
|
667, L.P.
|
|
|
1/28/2022
|
|
|
|
953
|
|
|
|
Purchase
|
|
|
|
51.6136
|
|
|
|
15
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/28/2022
|
|
|
|
11,526
|
|
|
|
Purchase
|
|
|
|
51.6136
|
|
|
|
15
|
|
667, L.P.
|
|
|
1/31/2022
|
|
|
|
2,307
|
|
|
|
Purchase
|
|
|
|
57.2205
|
|
|
|
16
|
|
Baker Brothers Life Sciences, L.P.
|
|
|
1/31/2022
|
|
|
|
27,841
|
|
|
|
Purchase
|
|
|
|
57.2205
|
|
|
|
16
|
|
1) The reported price is a weighted average price. These shares were
traded in multiple transactions at a prices ranging from $56.46 to $56.80. The Reporting Persons undertake to provide the staff of the
Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at
each separate price within the ranges set forth in this footnote.
(2) The reported price is a weighted average price. These shares
were traded in multiple transactions at prices ranging from $56.80 to $57.80. The Reporting Persons undertake to provide the Staff, upon
request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(3) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $56.17 to $56.59. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(4) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $56.59 to $57.59. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(5) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $56.90 to $57.89. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(6) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $57.59 to $58.59. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(7) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $58.71 to $59.00. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(8) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $58.59 to $59.59. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(9) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $58.54 to $59.00. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(10) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $51.74 to $52.74. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(11) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $51.18 to $51.74. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(12) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $51.48 to $51.83. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(13) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $49.47 to $49.85. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(14) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $50.06 to $50.99. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(15) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $51.19 to $52.00. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(16) The reported price is a weighted average price. These shares were
traded in multiple transactions at prices ranging from $57.11 to $57.47. The Reporting Persons undertake to provide the Staff, upon request,
full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.
(d) Certain securities of the Issuer are held directly by 667, a limited
partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which
is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole
general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the managing members
of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
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.
January 31, 2022
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner
|
|
|
|
|
By:
|
/s/ Scott L. Lessing
|
|
|
Name: Scott L. Lessing
Title: President
|
|
|
|
|
|
|
|
BAKER BROS. ADVISORS (GP) LLC
|
|
|
|
|
By:
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/s/ Scott L. Lessing
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Name: Scott L. Lessing
Title: President
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/s/ Julian C. Baker
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Julian C. Baker
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/s/ Felix J. Baker
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Felix
J. Baker
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