Statement of Ownership (sc 13g)
07 December 2021 - 6:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. __)*
Wheeler
Real Estate Investment Trust, Inc.
(Name of Issuer)
Common Stock,
$0.01 par value per share
(Title of Class of Securities)
963025705
(CUSIP Number)
November 26,
2021
(Date of Event Which Requires Filing of This
Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
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*
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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 the disclosures provided in a prior cover page.
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The information required in
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
(however, see the Notes).
CUSIP NO. 963025705
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13G
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Page 1 of 6
Pages
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1
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NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
William Carlton Derrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
599,018
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
599,018
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,754
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.40%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 963025705
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13G
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Page 2 of 6
Pages
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1
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NAMES OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce William Derrick
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
566,734
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
566,734
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,754
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.40%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 963025705
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13G
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Page 3 of 6
Pages
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Item 1.
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(a)
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Name of Issuer:
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Wheeler Real Estate Investment Trust, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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Riversedge North
2529 Virginia Beach Boulevard Suite 200, Virginia Beach,
VA 23452
Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being jointly
filed by William Carlton Derrick (“WCD”) and Bruce William Derrick (“BWD” and together with WCD, each, a “Reporting
Person” and, collectively, the “Reporting Persons”) with respect to shares of Common Stock of the Issuer (the “Common
Stock”) owned beneficially by the Reporting Persons.
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(b)
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Address of Principal Business Office or, if None, Residence:
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3900 Essex Lane, Suite 340
Houston, Texas 77027
Each of the Reporting Persons are U.S. citizens.
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(d)
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Title of Class of Securities:
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Common Stock
963025705
Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act.
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(e
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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CUSIP NO. 963025705
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13G
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Page 4 of 6
Pages
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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The information set forth in Rows 5 through 11
of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4 for each such Reporting Person. The percentages
reported herein have been determined by dividing the number of shares of Common Stock deemed to be beneficially owned by each of the Reporting
Persons by 10,229,441, the number of shares of Common Stock outstanding as of November 8, 2021, as reported in the Quarterly Report on
Form 10-Q filed by the Issuer on November 9, 2021, and the shares of Common Stock, par value $0.01 per share, of the Issuer issuable upon
(a) the potential conversion of up to an aggregate principal amount of $700,675 of the Issuer’s 7.00% Senior Subordinated Convertible
Notes Due 2031 (the “Notes”) into up to 112,508 shares of Common Stock (applying the conversion price and other assumptions
stated in the following paragraph); (b) the potential conversion of up to 249,750 shares of Series D Convertible Preferred Stock into
up to 368,146 shares of Common Stock; and (c) the potential conversion of up to 24,000 shares of Series B Convertible Preferred Stock
into up to 15,000 shares of Common Stock.
In addition, as of December 3, 2021, the Reporting
Persons collectively beneficially owned 249,750 shares of the Issuer’s Series D Convertible Preferred Stock 24,000 shares of the
Issuer’s Series B Convertible Preferred Stock, and an aggregate principal amount of $700,675 of the Issuer’s 7.00% Senior
Subordinated Convertible Notes Due 2031. The Notes are convertible, in whole or in part, at the election of the holder of the Notes, at
any time into shares of Common Stock at a conversion price of $6.25 per share (four shares for each $25.00 of principal amount of Notes
being converted), and the Reporting Persons have used this conversion price for purposes of the figures reported in this Schedule 13G.
If at any time after September 21, 2023 holders of the Issuer’s 8.75% Series D Cumulative Convertible Preferred Stock (the “Series
D Preferred Stock”) have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series
D Preferred Stock, then the conversion price will be adjusted to the lower of (i) a 45% discount to the conversion price and (ii) a 45%
discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of Common Stock. The Notes bear interest
at the rate of 7% per annum. Interest on the Notes may be payable, at the Issuer’s election, in cash, in shares of the Issuer’s
9% Series B Preferred Stock (the “Series B Preferred Stock”) or in shares of Series D Preferred Stock, in each case as set
forth in the Notes, which Series B Preferred Stock and Series D Preferred Stock are both in turn convertible into shares of Common Stock
at the option of the holder thereof at any time. For purposes of the figures reported in this Schedule 13G, the Reporting Persons have
assumed that all such interest will be paid in cash.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ]
CUSIP NO. 963025705
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13G
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Page 5 of 6 Pages
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable
Item 8.
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Identification and Classification of Members of the Group.
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See Item 2(a) above.
Item 9.
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Notice of Dissolution of Group.
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Not applicable
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP NO. 963025705
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13G
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Page 6 of 6 Pages
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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.
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William Carlton Derrick
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/s/ William C. Derrick
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Name:
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William C. Derrick
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Date:
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December 3, 2021
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Bruce William Derrick
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By:
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/s/ Bruce W. Derrick
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Name:
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Bruce W. Derrick
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Date:
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December 3, 2021
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EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of December 3, 2021, by and between
William C. Derrick and Bruce W. Derrick.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, the undersigned agree, as of December 3, 2021, that only one statement containing the information required by Schedule
13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Wheeler
Real Estate Investment Trust, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf
of each of the undersigned.
Dated: December 3, 2021
William C. Derrick
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/s/ William C. Derrick
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William C. Derrick
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Bruce W. Derrick
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/s/ Bruce W. Derrick
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Bruce W. Derrick
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