Statement of Changes in Beneficial Ownership (4)
December 10 2018 - 3:14PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PENA FEDERICO F
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2. Issuer Name
and
Ticker or Trading Symbol
SONIC CORP
[
SONC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
300 JOHNNY BENCH DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2018
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(Street)
OKLAHOMA CITY, OK 73104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/11/2018
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G
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V
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2310
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D
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$0
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32190
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I
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In trust for self
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Common Stock
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10/19/2018
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G
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V
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2070
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D
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$0
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30120
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I
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In trust for self
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Common Stock
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12/4/2018
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G
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V
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5291
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D
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$0
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24829
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I
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In trust for self
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Common Stock
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12/7/2018
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D
(1)
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24829
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D
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$43.50
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0
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I
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In trust for self
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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$0
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12/7/2018
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D
(1)
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2032
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(1)
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(1)
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Common Stock
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2032
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$11.07
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12/7/2018
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D
(1)
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9165
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(1)
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1/16/2020
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Common Stock
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9165
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$20.58
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12/7/2018
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D
(1)
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6222
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(1)
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1/16/2021
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Common Stock
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6222
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$31.29
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12/7/2018
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D
(1)
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4780
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(1)
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1/29/2022
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Common Stock
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4780
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$29.37
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12/7/2018
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D
(1)
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5136
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(1)
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1/28/2023
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Common Stock
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5136
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$25.4
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12/7/2018
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D
(1)
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6675
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(1)
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1/19/2024
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Common Stock
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6675
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$43.5
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0
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D
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Non-qualified stock options (right to buy)
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$25.84
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12/7/2018
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D
(1)
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8237
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(1)
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1/31/2025
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Common Stock
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8237
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$43.5
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0
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D
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Explanation of Responses:
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(1)
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Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated September 24, 2018, by and among the issuer, Inspire Brands, Inc. and SSK Merger Sub, Inc. (the "Merger Agreement"). At the effective time of the merger as contemplated in the merger agreement, (i) each outstanding share of Company Common Stock, was cancelled and automatically converted into the right to receive $43.50 in cash and (ii) each Company Restricted Stock Unit and each Company Stock Option Award, vested and accelerated in full and was converted into the right to receive $43.50 in cash (or in the case of Company Stock Option Awards, the difference between the exercise price and $43.50).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PENA FEDERICO F
300 JOHNNY BENCH DRIVE
OKLAHOMA CITY, OK 73104
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X
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Signatures
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Carolyn C. Cummins for Federico F. Pena
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12/7/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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