SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ) 1
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GTT Communications, Inc.
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(Name of Issuer)
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Common Stock, $.0001 par value
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(Title of Class of Securities)
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362393100
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(CUSIP Number)
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Charlesbank Capital Partners LLC
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Ropes & Gray LLP
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200 Clarendon Street, 54th floor
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Prudential Tower, 800 Boylston Street
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Boston, MA 02116
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Boston, MA 02199-3600
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Attn: Stephanie Paré Sullivan, Esq.
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Attn: Thomas J. Danielski, Esq.
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Tel: 617-619-5400
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Tel: 617-951-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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April 13, 2020
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) (voluntary)
CBEP Investments, LLC
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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)
AF
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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
3,960,388
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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
3,960,388
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,388
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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)
6.98% *
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14.
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Type of Reporting Person (See Instructions)
OO
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) (voluntary)
Charlesbank Equity Fund IX GP, Limited Partnership
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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)
AF
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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
Massachusetts
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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
3,960,388 *
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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
3,960,388 *
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,388 *
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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)
6.98% **
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14.
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Type of Reporting Person (See Instructions)
PN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) (voluntary)
Charlesbank Equity Fund IX GP, LLC
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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)
AF
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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
Massachusetts
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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
3,960,388 *
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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
3,960,388 *
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,388 *
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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)
6.98% **
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||||
14.
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Type of Reporting Person (See Instructions)
OO
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only) (voluntary)
Charlesbank Capital Partners, LLC
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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)
AF
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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.
|
|
Sole Voting Power
0
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||
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8.
|
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Shared Voting Power
3,960,388 *
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|||
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9.
|
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Sole Dispositive Power
0
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|||
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10
|
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Shared Dispositive Power
3,960,388 *
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|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,960,388 *
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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)
6.98% **
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14.
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Type of Reporting Person (See Instructions)
OO
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1.
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CBEP Investments, LLC, a Delaware limited liability company (“CBEP”);
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2.
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Charlesbank Equity Fund IX GP, Limited Partnership, a Massachusetts limited partnership (“Fund IX GP”); |
3.
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Charlesbank Equity Fund IX GP, LLC, a Massachusetts limited liability company (“Fund IX GP LLC”); and
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4.
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Charlesbank Capital Partners, LLC, a Massachusetts limited liability company (“CCP”). |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Trade Date
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Number of Shares
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Price per Share
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2/20/2020
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53,885
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$14.0755
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2/21/2020
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134,617
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$14.5645
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2/24/2020
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100,242
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$14.5706
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2/25/2020
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72,269
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$14.8907
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2/26/2020
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50,854
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$14.9265
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2/27/2020
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114,898
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$14.9366
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2/28/2020
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130,316
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$14.8872
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3/6/2020
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175,000
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$12.4642
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3/9/2020
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114,169
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$12.0074
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3/10/2020
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52,570
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$11.5355
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3/11/2020
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200,000
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$11.5059
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3/12/2020
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296,400
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$ 9.6178
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3/13/2020
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150,000
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$ 9.0725
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3/16/2020
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142,217
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$ 9.0931
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3/17/2020
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100,000
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$ 9.0780
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3/18/2020
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160,028
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$ 8.5665
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3/19/2020
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154,100
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$ 9.3422
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3/20/2020
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369,980
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$ 7.8306
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3/23/2020
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28,455
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$ 8.2111
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4/7/2020 |
100,000 |
$ 8.3251 |
4/9/2020 |
100,000 |
$ 9.3546 |
4/13/2020 | 200,000 |
$ 9.2198 |
4/14/2020 |
101,909 |
$ 9.3978 |
4/15/2020 |
250,000 |
$ 9.3407 |
4/16/2020 |
178,091 | $ 9.2645 |
4/17/2020 |
171,494 | $ 9.3921 |
4/20/2020 |
47,000 |
$ 9.7127 |
4/21/2020 | 151,944 | $ 9.5536 |
4/22/2020 | 59,850 | $ 9.9827 |