SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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American Pacific Corporation
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(Name of Issuer)
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Common Stock, par value $0.10 per share
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(Title of Class of Securities)
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028740108
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(CUSIP Number)
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Cornwall Capital Management LP
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One Rockefeller Plaza, 24th Floor
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New York, New York 10020
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Attention: Ian D. Haft
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(917) 639-5438
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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December 2, 2011
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(Date of Event which Requires
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Filing of this statement)
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CUSIP No. 028740108
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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
Cornwall Master 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) ¨
(b) x
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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 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
Cayman Islands
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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
670,052 shares of common stock
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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
670,052 shares of common stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
670,052 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)
8.9%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cornwall Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨
(b) x
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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
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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8
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SHARED VOTING POWER
670,052 shares of common stock
|
|||
9
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SOLE DISPOSITIVE POWER
-0-
|
|||
10
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SHARED DISPOSITIVE POWER
670,052 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
670,052 shares of common stock
|
|||
12
|
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)
8.9%
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14
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TYPE OF REPORTING PERSON
IA, PN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 4 of 8 Pages
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1
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NAME OF REPORTING PERSON
Cornwall GP, LLC
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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) x
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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
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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8
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SHARED VOTING POWER
670,052 shares of common stock
|
|||
9
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SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
670,052 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
670,052 shares of common stock
|
|||
12
|
CHECK 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)
8.9%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 5 of 8 Pages
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1
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NAME OF REPORTING PERSON
James Mai
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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) x
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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
United States of America
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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
670,052 shares of common stock
|
|||
9
|
SOLE DISPOSITIVE POWER
-0-
|
|||
10
|
SHARED DISPOSITIVE POWER
670,052 shares of common stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
670,052 shares of common stock
|
|||
12
|
CHECK 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)
8.9%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 6 of 8 Pages
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Item 3.
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SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 7 of 8 Pages
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CORNWALL MASTER LP
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By:
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Cornwall GP, LLC
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its General Partner
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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CORNWALL CAPITAL MANAGEMENT LP
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By:
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CMGP LLC,
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its General Partner
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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CORNWALL GP, LLC
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/s/ James Mai
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Name: James Mai
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Title: Managing Member
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/s/ James Mai
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JAMES MAI, individually
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CUSIP No. 028740108
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SCHEDULE 13D
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Page 8 of 8 Pages
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Trade Date
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Shared Purchased
(Sold)
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Price ($)*
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10/13/2011
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3,309
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7.37
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10/14/2011
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5,412
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7.39
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10/25/2011
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29,819
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8.75
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11/28/2011
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1,300
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7.81
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11/29/2011
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298
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7.88
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12/2/2011
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135,600
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7.70
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