Under the Securities Exchange Act of 1934 (Amendment No. 8)
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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
*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 ("Act") 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).
SCHEDULE 13D/A
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Edenbrook Capital, 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) [ ]
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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)
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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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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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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
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-0-
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8
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SHARED VOTING POWER
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2,021,345
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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2,021,345
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,0321,345
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.25%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IA,OO
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SCHEDULE 13D/A
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Edenbrook Long Only Value Fund, 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) [ ]
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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)
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WC
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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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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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-0-
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8
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SHARED VOTING POWER
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1,690,507
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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1,690,507
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,690,507
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.56%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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SCHEDULE 13D/A
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Jonathan Brolin
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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) [ ]
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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)
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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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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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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
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-0-
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8
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SHARED VOTING POWER
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2,021,345
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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2,021,345
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,021,345
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.25%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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This Amendment No. 8 ("Amendment No. 8") amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 7, 2018 (the "Original Schedule 13D"), Amendment No 1 to the Original Schedule 13D filed with the SEC on May 30, 2018 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on August 22, 2018 ("Amendment No. 2"), Amendment No. 3 filed with the SEC on November 13, 2018 ("Amendment No.3"), Amendment No. 4 filed with the SEC on December 28, 2018 ("Amendment No. 4"), Amendment No. 5 filed with the SEC on August 30, 2019 ("Amendment No. 5"), Amendment No. 6 filed with the SEC on January 10, 2020 ("Amendment No. 6") and Amendment No. 7 filed with the SEC on February 12, 2020 ("Amendment No. 7") and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the ("Schedule 13D"), with respect to the Common Stock, par value $0.0001 per share (the "Common Stock") of Telaria, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No 8 amends Items 3,
5 and 6 as set forth below.
Item 3. Source and Amount of Funds or Other Considerations
Shares reported represent 2,021,345 shares of Common Stock of the Issuer.
The Reporting Persons used a total of approximately $7,400,645 (including commissions, if any) to acquire the Common Stock reported in this Schedule 13D. The Common Stock was purchased with the investment capital of the Fund and certain other private investments funds advised by Edenbrook.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, (i) Edenbrook and Mr. Brolin may be deemed to be the beneficial owners of
2,021,345 shares of Common Stock, constituting 4.25% of the shares of Common Stock, based upon 47,537,025 shares of Common Stock outstanding as of February 11, 2020, as reported in the Issuer's Definitive Proxy Statement relating to merger or acquisition filed by the Issuer on February 13, 2020, and (ii) the Fund may be deemed to be the beneficial owner of
1,690,507 shares of Common Stock, constituting 3.56% of the shares of Common Stock, based upon 47,537,025 shares of Common Stock outstanding as of February 11, 2020, as reported in the Issuer's Definitive Proxy Statement relating to merger or acquisition filed by the Issuer on February 13, 2020.
(b) Edenbrook and Mr. Brolin have the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of
2,021,345 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of
2,021,345 shares of Common Stock.
The Fund has the sole power to vote or direct the vote of 0 shares of Common Stock; has the shared power to vote or direct the vote of
1,690,507 shares of Common Stock; has the sole power to dispose or direct the disposition of 0 shares of Common Stock; and has the shared power to dispose or direct the disposition of
1,690,507 shares of Common Stock.
(c) The transactions by the Reporting Persons in the securities of the Issuer since the last filing are set forth in Schedule A. All such transactions were carried out in open market transactions.
(d) No person other than the Reporting Persons and the private investments funds advised by Edenbrook are known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held by the Fund and the other private investment funds advised by Edenbrook.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons wrote 4,100 put option contracts expiring in 2020 which provide that the Reporting Persons will be required to purchase additional shares of Common Stock if the counterparty thereto exercises such put option. In addition, the Reporting Persons wrote 7,510 call option contracts expiring in 2020, which provide that the Reporting Persons have the obligation to sell shares of Common Stock at the strike price if the counterparty thereto exercises such call option.
Except as described in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
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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February 18, 2020
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Dated
EDENBROOK CAPITAL, LLC
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/s/ Jonathan Brolin
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Signature
Name: Jonathan Brolin
Title: Managing Member
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EDENBROOK LONG ONLY VALUE FUND, LP
BY: Edenbrook Capital Partners, LLC
Its General Partner
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/s/ Jonathan Brolin
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Signature
Name: Jonathan Brolin
Title: Managing Member
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/s/ Jonathan Brolin
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Signature
JONATHAN BROLIN
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Exhibit A
Schedule of Transactions in Shares by Private Funds Advised by Edenbrook
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Transaction Date
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Symbol
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Shares
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Price
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2020-02-13
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TLRA
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(21,800)
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11.1819
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2020-02-13
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TLRA
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(88,960)
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11.1738
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2020-02-14
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TLRA
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(213,386)
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11.6288
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2020-02-14
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TLRA
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(247,262)
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11.607
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2020-02-14
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TLRA
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(256,216)
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12.5417
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2020-02-14
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TLRA
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(120,000)
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12.5604
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