Form 8-K Item 5.02 Structured Data API
The Form 8-K Item 5.02 Structured Data API provides access to a database of changes in directors, officers and compensation plans, extracted from material event disclosures filed under Item 5.02 of Form 8-K: "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers". Item 5.02 in Form 8-K filings discloses details regarding the appointment or departure of officers and directors, as well as material changes in their compensation arrangements. The database encompasses structured data from all 8-K filings that disclose Item 5.02, spanning from the present back to 2004, when Item 5.02 was first introduced, with over 250,000 change-of-personnel notices to date.
The data is extracted from the text section disclosed under Item 5.02 and is provided in a structured JSON format with key/value properties. The extracted information include:
- Key components of the disclosure, including details about personnel changes such as appointments, departures, nominations, and amendments
- Identification of the individuals involved, including name, age, prior and continued roles, and affiliations with other organizations
- Effective dates of changes, outlining when appointments or departures take effect
- Reasons for changes, including disclosed causes such as retirement, resignation, termination, or amendments to existing agreements, as well as the existence of any disagreements
- Details on compensation adjustments, including one-time payments, salary changes, equity awards, and stock vesting schedules
- Statements regarding continued consulting roles or advisory positions following departures
- Amendments to employment agreements, covering term extensions, reductions, or modifications to compensation structures
- Specifics of disclosed organizational changes, such as board restructuring, unit expansions, or dissolutions
- Information on disclosed bonus and incentive plans, including eligibility, conditions, and compensation details
- Additional reportable events under regulatory requirements, including unexpected circumstances affecting executive roles
- References to attachments and exhibits, such as press releases or official corporate filings
Dataset size:
Over 250,000 change-of-personnel disclosures under Item 5.02 from Form 8-K filings, spanning from 2004 to the present.
Data update frequency:
Structured data is extracted, indexed and made available in less than 500 milliseconds after the filing is published on the SEC EDGAR database.
Survivorship bias free:
Yes. The database includes all Item 5.02 disclosures from Form 8-K filings, including those from companies that are no longer active or exist.
API Endpoint
Search and retrieve structured details about directors, officers, and compensation plan changes from Form 8-K filings by sending POST HTTP requests with search parameters as JSON-formatted payload to the following API endpoint:
https://api.sec-api.io/form-8k
Supported HTTP methods: POST
Request and response content type: JSON
Authentication
To authenticate your API requests, use the API key available in your user profile. You can utilize your API key in one of two ways. Choose the method that best fits your implementation:
- Authorization Header: Include your API key as an
Authorizationheader in yourPOSTrequests. For instance, before sending aPOSTrequest tohttps://api.sec-api.io/form-8k, ensure the header is set as follows:Authorization: YOUR_API_KEY. - Query Parameter: Alternatively, append your API key directly to the URL as a query parameter. For example, when making
POSTrequests, use the URLhttps://api.sec-api.io/form-8k?token=YOUR_API_KEYinstead of the base endpoint.
Request Parameters
You can retrieve structured data extracted from Item 5.02 in Form 8-K filings by sending a search query to the API. All fields of the extracted data are searchable. For a complete list of searchable fields, refer to the Response Structure section below. Send a search query as a JSON-formatted payload to the API using the structure explained below.
Request parameters:
query(string) - Your search criteria in the formatfield:valuedefining the fields to search in and the values to search for in those fields. The query is written in Lucene syntax and supports boolean operators (AND, OR, NOT), range queries across date and number fields using square brackets ([,]), wildcards (*) and search expression grouping with normal brackets ((,)). More information on Lucene is available here. Query examples are available below.from(integer) - Specifies the starting position of your results, allowing for pagination. For instance, setfromto 50 to skip the first 50 results. Default: 0. Maximum: 10,000, which is also the cap for the maximum number of results returned perquery. To retrieve all results in your search universe, incrementfromby the value of thesizeparameter (e.g., 50) until no more results are returned or the 10,000 limit is reached. For example, use 0, 50, 100, and so on. If yourquerylocates more than 10,000 results, consider narrowing your search by refining your filter criteria, such as using a date range filter to iterate over months or years. One approach would be to search for items with afiledAtdate range filter, e.g.,filedAt:[2023-01-01 TO 2023-01-31](all filings from January 2023), then paginate through the results by incrementingfrom, and once completed, repeat the process for the next month, and so on.size(integer) - The number of results to be returned per request. Default: 50. Maximum: 50.sort(array) - An array of objects that specify how the returned results are sorted. The default sorting order is descending by thefiledAtdate, most recent filings first. The sorting order can be changed to ascending by settingordertoasc. The default sorting order can be overridden by specifying a different sorting field.
Request Examples
Find all change-of-personnel notices under Item 5.02 in Form 8-K filings disclosed in 2022, with the result sorted by the filing date, starting with the most recent filings. Increment the from parameter by 50 on each subsequent request to paginate through the results.
JSON
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{
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"query": "item5_02:* AND filedAt:[2022-01-01 TO 2022-12-31]",
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"from": "0", // increase by 50 on each request to paginate results
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"size": "50",
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"sort": [{ "filedAt": { "order": "desc" } }]
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}
Retrieve a history of directors, officers and compensation plan changes for a specific company using its trading symbol (ticker). In this example, the API returns structured data of the 50 most recent Item 5.02 disclosures for the company with the ticker symbol "DXR".
JSON
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{
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"query": "item5_02:* AND ticker:DXR",
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"from": "0",
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"size": "50"
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}
Find structured data from Item 5.02 disclosures that indicate an appointment of a new officer, where the date of disclosure is between January 1st and December 31st, 2022, with the result sorted by the filing date, starting with the most recent filings.
JSON
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{
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"query": "item5_02.personnelChanges.type:appointment AND filedAt:[2022-01-01 TO 2022-12-31]",
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"from": "0",
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"size": "50",
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"sort": [{ "filedAt": { "order": "desc" } }]
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}
Response Structure
Response type: JSON
The API response represents a JSON object with two fields: total (object) and data (array). The total.value field indicates the total number of results matching your search query. The data array holds up to 50 items per request, each item representing the extracted data from a Item 5.02 disclosure with the following structure:
id(string) - System-internal unique identifier of the item.accessionNo(string) - Unique accession number of the Form 8-K filing, e.g.0001607062-24-000205.filedAt(date) - Date and time at which the filing was accepted by SEC EDGAR for processing, e.g.2024-05-15T16:17:15-04:00.periodOfReport(date) - The date of the occurrence of the event. Format:YYYY-MM-DD. For example, a company might dismiss its certifying accountant on May 1, 2024, and disclose the change in a Form 8-K filing on May 2, 2024. In this case, theperiodOfReportwould be2024-05-01.formType(string) - EDGAR form type. Possible values:8-K,8-K/A. For example, a company might file an amended Form 8-K (8-K/A) to provide additional information or clarification regarding a previously disclosed change in its certifying accountant.cik(string) - The Central Index Key (CIK) of the issuer, e.g.1862068. Leading zeros are removed.ticker(string) - The trading symbol of the issuer at the time of filing indexation, e.g.TSLAfor Tesla Inc.companyName(string) - The name of the issuer, e.g.Rubicon Technologies, Inc..items(array of strings) - List of items disclosed in the Form 8-K filing, e.g.["Item 4.01: ...", "Item 5.02: ...", "Item 9.01: ..."]. An 8-K filing may contain multiple items, each representing a different event disclosure.item5_02(object) - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain OfficerskeyComponents(string) - A concise summary of the event disclosed, highlighting key aspects such as departures or appointments and their implications for corporate leadership.personnelChanges(array of object) - List of personnel changes disclosed in the filing.type(string) - Type of personnel change. Possible values:appointment,nomination,refusal,departure,amendment,bonus. Example:appointment.departureType(string) - Type of departure, if applicable. Possible values:resignation,retirement,termination,other. Example:resignation.effectiveDate(string) - The date when the change is effective. Example:2025-01-01.positions(array of string) - List of affected positions. Example:CEO,CFO.reason(string) - Reason for the change, if disclosed. Example:retirement.person(object) - Details of the person affected by the change.name(string) - Full name of the person. Example:John Doe.age(integer) - Age of the person, if disclosed. Example:55.continuedPositions(array of string) - Positions or roles the individual already holds or retains in the company. Example:Board Member.positionsAtOtherCompanies(array of string) - Current roles the individual holds at other organizations, if disclosed. Example:Board Member at XYZ Corp..academicAffiliations(array of string) - Academic affiliations the individual holds. Example:Professor at ABC University.background(string) - A summary of the individual's professional experience, qualifications, and expertise relevant to their new role. Example:20 years of experience in finance..previousPositions(array of string) - Roles the individual previously held, either within or outside the company, providing context for their appointment. Example:VP of Operations at XYZ Corp..familyRelationships(string) - Description of any family relationship between the person and any of the other officers or directors of the company, if applicable and explicitly disclosed. Example:The new CEO is the brother of the CFO..
compensation(object) - Details of compensation in case of appointment or amendment reflecting the new values, if applicable and explicitly stated in the text.onetime(string) - One-time payment in USD, if applicable. Example:50,000.annual(string) - Annual compensation in USD, if applicable. Example:200,000.equity(string) - Equity compensation details, if applicable. Example:5,000 stock options.equityVesting(string) - Equity vesting details, if applicable and explicitly stated in the text. Example:Vesting over 4 years.noCompensation(boolean) - Whether there is no compensation, if applicable and explicitly stated in the text. Example:false.
restitution(string) - Details of any restitution, if applicable and explicitly stated in the text. Example:Return of unvested stock options..continuedConsultingRole(boolean) - Whether the individual continues in a consulting role, if applicable and explicitly stated in the text. Example:true.consultingEndDate(string) - End date of the consulting role, if applicable. Example:2025-12-31.amendmentSummary(string) - Key components of the amendment, if applicable. Example:The employment agreement was amended, detailing compensation, termination conditions, and stock vesting terms..termExtended(boolean) - Whether the term was extended, if applicable. Example:false.termShortened(boolean) - Whether the term was shortened, if applicable. Example:false.oldTermEndDate(string) - Previous term end date (format YYYY-MM-DD), if applicable and explicitly stated in the text. Example:2024-12-31.termEndDate(string) - End date of the new term (format YYYY-MM-DD), if applicable and explicitly stated in the text. Example:2025-12-31.compensationIncreased(boolean) - Whether the compensation was increased, if applicable. Example:false.compensationDecreased(boolean) - Whether the compensation was decreased, if applicable. Example:false.disagreements(boolean) - Whether there were disagreements leading to or connected to the change, if applicable and explicitly stated in the text. Example:false.interim(boolean) - Whether the affected role is or was interim. Example:true.
bonusPlans(array of object) - Details of bonus plans disclosed in the filing.specificRoles(boolean) - Whether the bonus plan is for specific roles in general and not for specific individuals occupying the roles. Example:true.eligibleRoles(array of string) - List of roles eligible for the bonus plan. Example:CEO,CFO.generalEmployee(boolean) - Whether the bonus plan is for general employees. Example:false.specificIndividuals(boolean) - Whether the bonus plan is for specific individuals. Example:true.eligibleIndividuals(array of string) - List of specific individuals eligible for the bonus plan, if applicable. Example:John Doe,Alice Johnson.compensation(object) - Details of compensation included in the bonus plan.cash(string) - Cash bonus details. Example:$50,000.equity(string) - Equity bonus details. Example:10,000 stock options.equityDetails(string) - Details of equity bonus. Example:Vesting over 4 years.
conditional(boolean) - Whether the bonus is conditional. Example:true.conditions(string) - Conditions for receiving the bonus. Example:Achievement of performance targets.
organizationChanges(object) - Details of organizational changes disclosed in the filing.organ(string) - Affected organizational unit. Example:Board of Directors.details(string) - Details of the organizational change. Example:Expansion of the board.sizeIncrease(boolean) - Whether the size of the unit increased. Example:true.sizeDecrease(boolean) - Whether the size of the unit decreased. Example:false.created(boolean) - Whether the unit was created. Example:false.abolished(boolean) - Whether the unit was abolished. Example:false.affectedPersonnel(array of string) - List of affected persons. Example:John Doe,Alice Johnson,Marcus Lee.
additionalReportableEvents(array of strings) - Additional reportable events disclosed as required by Section 404 (a), (b), or (c) if explicitly stated in the text as changes to executive roles, compensatory agreements, or unforeseen circumstances affecting key personnel if not referring to departures, appointments, incentive plans or bonuses.attachments(array of string) - Name of any relevant documents or sources that are mentioned in the text. Example:Form 8-K,Company Press Release.
Response Example
JSON
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{
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"total": {
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"value": 3281,
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"relation": "eq"
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},
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"data": [
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{
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"id": "4d6acbd348792993d922357da92a9971",
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"accessionNo": "0001000623-17-000047",
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"formType": "8-K",
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"filedAt": "2017-03-30T08:16:55-04:00",
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"periodOfReport": "2017-03-30",
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"cik": "1000623",
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"ticker": "MATV",
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"companyName": "SCHWEITZER MAUDUIT INTERNATIONAL INC",
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"items": [
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"Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers",
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"Item 9.01: Financial Statements and Exhibits"
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],
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"item5_02": {
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"keyComponents": "Appointment of Jeffrey Kramer as the new Chief Executive Officer of Schweitzer-Mauduit International, Inc. and transition of Frédéric Villoutreix from his position as CEO to a consulting role.",
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"personnelChanges": [
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{
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"type": "appointment",
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"effectiveDate": "2017-04-21",
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"positions": [
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"Chief Executive Officer",
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"Board Member"
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],
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"person": {
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"name": "Jeffrey Kramer",
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"age": 57,
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"positionsAtOtherCompanies": [
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"Vice President, Lubricants of Brenntag AG"
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],
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"previousPositions": [
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"President and Chief Executive Officer of J.A.M. Distributing Company",
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"Vice President and Chief Technology Officer at Air Products and Chemicals, Inc.",
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"Vice President and General Manager, Packaged Gases at Air Products and Chemicals, Inc."
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]
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},
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"compensation": {
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"annual": "650,000",
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"onetime": "290,000",
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"equity": "4,500 shares of restricted stock",
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"equityVesting": "2,250 shares vest on the one-year anniversary and 2,250 shares vest on the four-year anniversary of the Start Date"
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}
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},
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{
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"type": "departure",
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"departureType": "resignation",
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"effectiveDate": "2017-05-05",
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"positions": [
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"Chief Executive Officer",
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"Board Member"
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],
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"person": {
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"name": "Frédéric Villoutreix"
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},
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"continuedConsultingRole": true,
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"consultingEndDate": "2018-02-28"
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}
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],
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"bonusPlans": [
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{
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"specificIndividuals": true,
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"eligibleIndividuals": [
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"Jeffrey Kramer"
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],
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"compensation": {
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"cash": "AIP payout opportunity equal to 100% of base salary at target level, maximum 200%",
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"equity": "LTIP opportunity equal to 200% of base salary at target level, maximum 400%"
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},
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"conditional": true,
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"conditions": "Achievement of performance targets"
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}
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],
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"attachments": [
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"Exhibit 10.1",
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"Exhibit 10.2",
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"Exhibit 10.3",
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"Exhibit 99.1"
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]
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}
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}
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]
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}