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CUSIP No. 78176 P 108
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13G
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
The State Bank and Trust Company
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
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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
Ohio
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Number of
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5
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Sole Voting Power
49,083.41
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Shares
Beneficially
Owned
by Each
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6
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Shared Voting Power
-0-
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Reporting
Person
With
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7
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Sole Dispositive Power
1,180
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8
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Shared Dispositive Power
442,860.59
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
444,040.59
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row 9
9.13%
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12
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Type of Reporting Person (See Instructions)
BK
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CUSIP No. 78176 P 108
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13G
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1
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Rurban Financial Corp. Employee Stock Ownership Plan
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
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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
Ohio
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Number of
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5
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Sole Voting Power
47,903.41
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Shares
Beneficially
Owned
by Each
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6
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Shared Voting Power
-0-
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Reporting
Person
With
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7
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Sole Dispositive Power
-0-
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8
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Shared Dispositive Power
442,860.59
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
442,860.59
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11
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Percent of Class Represented by Amount in Row 9
9.11%
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12
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Type of Reporting Person (See Instructions)
EP
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Item 1(a).
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Name of Issuer:
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Rurban Financial Corp.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
401 Clinton Street
Defiance, Ohio 43512
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Item 2(a).
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Names of Persons Filing:
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The State Bank and Trust Company
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Rurban Financial Corp. Employee Stock Ownership Plan
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
The State Bank and Trust Company
401 Clinton Street
Defiance, Ohio 43512
Rurban Financial Corp. Employee Stock Ownership Plan
The State Bank and Trust Company, Trustee
401 Clinton Street
Defiance, Ohio 43512
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Item 2(c).
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Citizenship:
The State Bank and Trust Company -
Organized under the laws of Ohio
Rurban Financial Corp. Employee Stock Ownership Plan -
Organized under the laws of Ohio
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Item 2(d).
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Title and Class of Securities:
Common Shares, without par value
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Item 2(e).
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CUSIP Number:
78176 P 108
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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x
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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x
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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o
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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 of 1940 (15 U.S.C. 80a-3).
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(j)
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o
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership:
The State Bank and Trust Company
(a) Amount beneficially owned:
444,040.59
(b) Percent of class:
9.13%
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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49,083.41
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(ii)
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Shared power to vote or to direct the vote:
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-0-
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(iii)
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Sole power to dispose or to direct the disposition of:
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1,180
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(iv)
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Shared power to dispose or to direct the disposition of:
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442,860.59
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Rurban Financial Corp. Employee Stock Ownership Plan
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(a)
(b)
(c)
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Amount beneficially owned:
442,860.59
Percent of class:
9.11%
Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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47,903.41
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(ii)
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Shared power to vote or to direct the vote:
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-0-
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(iii)
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Sole power to dispose or to direct the disposition of:
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-0-
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(iv)
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Shared power to dispose or to direct the disposition of:
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442,860.59
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At December 31, 2012, there were 442,860.59 common shares owned by the Rurban Financial Corp. Employee Stock Ownership Plan (the “Plan”). The State Bank and Trust Company is the trustee of the Plan. Under the terms of the Plan, the trustee votes all of the shares allocated to the accounts of participants as directed by the participants to whose accounts such shares have been allocated. With respect to unallocated shares, the Plan provides that the Trustee shall vote such shares in the Trustee’s discretion. As of December 31, 2012, all shares held by the Plan have been allocated to Plan participants.
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The trustee has limited power to dispose of Plan shares, as set forth in the Plan, such as in order to pay Plan participants. The trustee is directed by the Plan to invest primarily in shares of Rurban Financial Corp.
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The State Bank and Trust Company also holds additional common shares as Trustee of various other trusts.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
Not applicable
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Item 9.
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Notice of Dissolution of Group:
Not applicable
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Item 10.
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Certification:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.
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THE STATE BANK AND TRUST COMPANY
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Date:
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February 15, 2013
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By:
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/s/ David A. Bell
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David A. Bell, Executive Vice President
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RURBAN FINANCIAL CORP.
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EMPLOYEE STOCK OWNERSHIP PLAN
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By:
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The State Bank and Trust Company, Trustee
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Date:
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February 15, 2013
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By:
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/s/ David A. Bell
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David A. Bell, Executive Vice President
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THE STATE BANK AND TRUST COMPANY
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Date:
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February 15, 2013
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By:
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/s/ David A. Bell
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David A. Bell, Executive Vice President
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RURBAN FINANCIAL CORP.
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EMPLOYEE STOCK OWNERSHIP PLAN
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By:
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The State Bank and Trust Company, Trustee
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Date:
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February 15, 2013
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By:
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/s/ David A. Bell
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David A. Bell, Executive Vice President
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