Amended Statement of Beneficial Ownership (sc 13d/a)
26 Maio 2021 - 11:21AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 5)1
CAI International, Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
12477X106
(CUSIP Number)
Weiss Asset Management LP
c/o Georgiy Nikitin
222
Berkeley St., 16th Floor
Boston, MA 02116
(617) 778-7725
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 2021**
(Date of
Event Which Requires Filing of this Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-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
Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
1
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 12477X106
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13D/A
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Page 2 of 7 Pages
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1
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NAMES OF
REPORTING PERSONS.
Weiss Asset Management LP
BIP GP LLC
WAM GP LLC
Andrew M. Weiss Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(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
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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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Weiss Asset Management LP is a Delaware limited partnership.
BIP GP LLC is a Delaware limited liability company.
WAM GP LLC is
a Delaware limited liability company.
Andrew M. Weiss is a United States citizen.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
PERSON
WITH
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7
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SOLE VOTING POWER
Weiss Asset Management LP 0 shares
BIP GP LLC 0 shares
WAM GP LLC 0 shares
Andrew M. Weiss 0 shares
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8
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SHARED VOTING POWER
Weiss Asset Management LP 861,000 **
BIP GP LLC 560,693 **
WAM GP LLC 861,000 **
Andrew M. Weiss 861,000 **
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9
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SOLE DISPOSITIVE POWER
Weiss Asset Management LP 0 shares
BIP GP LLC 0 shares
WAM GP LLC 0 shares
Andrew M. Weiss 0 shares
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10
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SHARED DISPOSITIVE POWER
Weiss Asset Management LP 861,000 **
BIP GP LLC 560,693 **
WAM GP LLC 861,000 **
Andrew M. Weiss 861,000 **
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CUSIP No. 12477X106
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13D/A
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Page 3 of 7 Pages
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Weiss Asset Management LP 861,000 **
BIP GP LLC
560,693 **
WAM GP LLC 861,000 **
Andrew M. Weiss
861,000 **
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
Weiss Asset Management LP 4.98% **
BIP GP LLC 3.24% **
WAM GP LLC 4.98% **
Andrew M. Weiss 4.98% **
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14
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TYPE OF REPORTING PERSON
Weiss Asset Management LP IA, PN
BIP GP LLC HC, OO
WAM GP LLC HC, OO
Andrew M. Weiss HC, IN
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This Amendment No. 5 (this Amendment) to Schedule 13D amends the Schedule 13D initially filed on
August 23, 2019, (as amended prior to the date hereof, the Prior Schedule 13D and, as so amended by this Amendment, the Schedule 13D) with respect to the items set forth below. Capitalized terms used without definition
in this Amendment have the meanings assigned to them in the Prior Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Shares were acquired in open market purchases for an aggregate of approximately $20.28 million cash by: (i) BIP of which BIP GP LLC is the sole
General Partner and (ii) Brookdale Global Opportunity Fund, a Cayman exempted company (BGO and together with BIP, the Funds), for which Weiss Asset Management LP acts as the Investment Manager.
The source of such funds was the working capital of the Funds.
Item 5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The percentages set forth in Row 13 of the cover page and in this Item 5
have been calculated based on 17,304,111 Shares of the Issuers Common Stock issued and outstanding as of April 28, 2021, as reported in the 10-Q of the Issuer filed on April 30, 2021. Each of the Reporting Persons disclaims
beneficial ownership of all of the Shares, except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be deemed an admission of beneficial ownership of any Shares for any purpose.
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CUSIP No. 12477X106
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13D/A
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Page 4 of 7 Pages
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(a) and (b) 560,693 Shares, representing approximately 3.24% of the outstanding
shares of the Issuer, are held by BIP. BIP GP LLC is the general partner of BIP. Weiss Asset Management LP is the investment manager of BIP. Dr. Weiss is the managing member of each of BIP GP LLC and WAM GP LLC and in such capacity has the
power to vote and dispose of such Shares.
300,307 Shares, representing approximately 1.74% of the outstanding shares of the Issuer, are
held by BGO. Weiss Asset Management LP is the investment manager of BGO. Dr. Weiss is the managing member of WAM GP LLC and in such capacity has the power to vote and dispose of such Shares.
See Rows 7-13 of the cover page above for the aggregate number and percentage beneficially owned by each of the
Reporting Persons.
(c) The transactions in the Issuers Common Stock engaged in by BIP and BGO during the past 60 days are
set forth on Schedule A hereto, which is hereby incorporated herein by reference. All of such transactions were open-market purchases.
(d)
Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is 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.
(e) As of May 25, 2021, no Reporting Person holds more than 5% of the outstanding shares
of the Issuers Common Stock. .
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CUSIP No. 12477X106
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13D/A
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Page 5 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete, and correct.
May 26, 2021
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WEISS ASSET MANAGEMENT LP
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BY: /S/ GEORGIY NIKITIN
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GEORGIY NIKITIN, CHIEF COMPLIANCE OFFICER
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BIP GP LLC
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BY: /S/ GEORGIY NIKITIN
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GEORGIY NIKITIN, CHIEF COMPLIANCE OFFICER
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WAM GP LLC
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BY: /S/ GEORGIY NIKITIN
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GEORGIY NIKITIN, CHIEF COMPLIANCE OFFICER
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BY: /S/ GEORGIY NIKITIN
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ATTORNEY-IN-FACT FOR ANDREW WEISS**
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**
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Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Form 13G/A filed
by Weiss Asset Management LP on January 25, 2017 in respect of its holding in Quinpario Acquisition Corp. 2.
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CUSIP No. 12477X106
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13D/A
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Page 6 of 7 Pages
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Schedule A
Transactions Effected in Last 60 Days
Transactions by BIP:
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Date
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Type of Transaction
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Number of Shares
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Purchase Price
Per Share ($)
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5/25/2021
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Open Market Sale
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11526
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$
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40.34
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5/25/2021
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Open Market Sale
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6056
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$
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40.32
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5/24/2021
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Open Market Sale
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3038
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$
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40.39
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5/21/2021
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Open Market Sale
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3780
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$
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41.47
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5/20/2021
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Open Market Sale
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6512
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$
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41.25
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5/19/2021
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Open Market Sale
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3657
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$
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41.08
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5/18/2021
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Open Market Sale
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6007
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|
$
|
42.40
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5/17/2021
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Open Market Sale
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6512
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|
$
|
42.69
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5/17/2021
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Open Market Sale
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912
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$
|
42.54
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5/14/2021
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Open Market Sale
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10455
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$
|
42.90
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5/13/2021
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Open Market Sale
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6031
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$
|
41.57
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5/12/2021
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Open Market Sale
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8248
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|
$
|
41.85
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5/11/2021
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Open Market Sale
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5497
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$
|
42.35
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5/10/2021
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Open Market Sale
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4094
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$
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45.00
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5/7/2021
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Open Market Sale
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4501
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|
$
|
44.07
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5/6/2021
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Open Market Sale
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4594
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$
|
42.94
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5/5/2021
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Open Market Sale
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9768
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|
$
|
43.28
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5/4/2021
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Open Market Sale
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10400
|
|
$
|
43.29
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5/3/2021
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Open Market Sale
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4876
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|
$
|
43.89
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4/30/2021
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Open Market Sale
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10888
|
|
$
|
42.78
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4/29/2021
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Open Market Sale
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7964
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|
$
|
43.62
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4/28/2021
|
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Open Market Sale
|
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3132
|
|
$
|
45.51
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4/27/2021
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Open Market Sale
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12243
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|
$
|
44.45
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4/27/2021
|
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Open Market Sale
|
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10419
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|
$
|
44.64
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4/22/2021
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Open Market Sale
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1197
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|
$
|
41.66
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4/22/2021
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Open Market Sale
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3256
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|
$
|
41.12
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4/21/2021
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Open Market Sale
|
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7878
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|
$
|
42.31
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4/20/2021
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Open Market Sale
|
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130
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|
$
|
43.88
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4/19/2021
|
|
Open Market Sale
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2645
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|
$
|
44.34
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4/16/2021
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Open Market Sale
|
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2690
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|
$
|
44.19
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4/15/2021
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Open Market Sale
|
|
5878
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|
$
|
45.26
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4/14/2021
|
|
Open Market Sale
|
|
4194
|
|
$
|
46.26
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4/13/2021
|
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Open Market Sale
|
|
7552
|
|
$
|
44.56
|
|
4/12/2021
|
|
Open Market Sale
|
|
2318
|
|
$
|
45.20
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4/9/2021
|
|
Open Market Sale
|
|
1357
|
|
$
|
43.55
|
|
4/8/2021
|
|
Open Market Sale
|
|
1111
|
|
$
|
43.93
|
|
4/7/2021
|
|
Open Market Sale
|
|
5246
|
|
$
|
45.12
|
|
4/6/2021
|
|
Open Market Sale
|
|
2389
|
|
$
|
45.25
|
|
4/5/2021
|
|
Open Market Sale
|
|
2617
|
|
$
|
47.22
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|
4/5/2021
|
|
Open Market Sale
|
|
5555
|
|
$
|
46.90
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|
4/1/2021
|
|
Open Market Sale
|
|
2547
|
|
$
|
45.08
|
|
3/31/2021
|
|
Open Market Sale
|
|
725
|
|
$
|
46.32
|
|
3/31/2021
|
|
Open Market Sale
|
|
13024
|
|
$
|
45.81
|
|
3/30/2021
|
|
Open Market Sale
|
|
2219
|
|
$
|
45.55
|
|
3/30/2021
|
|
Open Market Sale
|
|
26048
|
|
$
|
45.30
|
|
3/29/2021
|
|
Open Market Sale
|
|
2182
|
|
$
|
46.77
|
|
3/26/2021
|
|
Open Market Sale
|
|
781
|
|
$
|
46.85
|
|
|
|
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CUSIP No. 12477X106
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13D/A
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Page 7 of 7 Pages
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Transactions by BGO:
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Date
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Type of Transaction
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Number of Shares
|
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Purchase Price
Per Share ($)
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|
5/25/2021
|
|
Open Market Sale
|
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6174
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$
|
40.34
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5/25/2021
|
|
Open Market Sale
|
|
3244
|
|
$
|
40.32
|
|
5/24/2021
|
|
Open Market Sale
|
|
1627
|
|
$
|
40.39
|
|
5/21/2021
|
|
Open Market Sale
|
|
2024
|
|
$
|
41.47
|
|
5/20/2021
|
|
Open Market Sale
|
|
3488
|
|
$
|
41.25
|
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5/19/2021
|
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Open Market Sale
|
|
1958
|
|
$
|
41.08
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|
5/18/2021
|
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Open Market Sale
|
|
3218
|
|
$
|
42.40
|
|
5/17/2021
|
|
Open Market Sale
|
|
3488
|
|
$
|
42.69
|
|
5/17/2021
|
|
Open Market Sale
|
|
488
|
|
$
|
42.54
|
|
5/14/2021
|
|
Open Market Sale
|
|
5600
|
|
$
|
42.90
|
|
5/13/2021
|
|
Open Market Sale
|
|
3230
|
|
$
|
41.57
|
|
5/12/2021
|
|
Open Market Sale
|
|
4417
|
|
$
|
41.85
|
|
5/11/2021
|
|
Open Market Sale
|
|
2944
|
|
$
|
42.35
|
|
5/10/2021
|
|
Open Market Sale
|
|
2193
|
|
$
|
45.00
|
|
5/7/2021
|
|
Open Market Sale
|
|
2411
|
|
$
|
44.07
|
|
5/6/2021
|
|
Open Market Sale
|
|
2460
|
|
$
|
42.94
|
|
5/5/2021
|
|
Open Market Sale
|
|
5232
|
|
$
|
43.28
|
|
5/4/2021
|
|
Open Market Sale
|
|
5570
|
|
$
|
43.29
|
|
5/3/2021
|
|
Open Market Sale
|
|
2611
|
|
$
|
43.89
|
|
4/30/2021
|
|
Open Market Sale
|
|
5832
|
|
$
|
42.78
|
|
4/29/2021
|
|
Open Market Sale
|
|
4265
|
|
$
|
43.62
|
|
4/28/2021
|
|
Open Market Sale
|
|
1678
|
|
$
|
45.51
|
|
4/27/2021
|
|
Open Market Sale
|
|
6558
|
|
$
|
44.45
|
|
4/27/2021
|
|
Open Market Sale
|
|
5581
|
|
$
|
44.64
|
|
4/22/2021
|
|
Open Market Sale
|
|
641
|
|
$
|
41.66
|
|
4/22/2021
|
|
Open Market Sale
|
|
1744
|
|
$
|
41.12
|
|
4/21/2021
|
|
Open Market Sale
|
|
4219
|
|
$
|
42.31
|
|
4/20/2021
|
|
Open Market Sale
|
|
70
|
|
$
|
43.88
|
|
4/19/2021
|
|
Open Market Sale
|
|
1416
|
|
$
|
44.34
|
|
4/16/2021
|
|
Open Market Sale
|
|
1440
|
|
$
|
44.19
|
|
4/15/2021
|
|
Open Market Sale
|
|
3148
|
|
$
|
45.26
|
|
4/14/2021
|
|
Open Market Sale
|
|
2246
|
|
$
|
46.26
|
|
4/13/2021
|
|
Open Market Sale
|
|
4045
|
|
$
|
44.56
|
|
4/12/2021
|
|
Open Market Sale
|
|
1242
|
|
$
|
45.20
|
|
4/9/2021
|
|
Open Market Sale
|
|
731
|
|
$
|
43.55
|
|
4/8/2021
|
|
Open Market Sale
|
|
595
|
|
$
|
43.93
|
|
4/7/2021
|
|
Open Market Sale
|
|
2810
|
|
$
|
45.12
|
|
4/6/2021
|
|
Open Market Sale
|
|
1280
|
|
$
|
45.25
|
|
4/5/2021
|
|
Open Market Sale
|
|
1402
|
|
$
|
47.22
|
|
4/5/2021
|
|
Open Market Sale
|
|
2975
|
|
$
|
46.90
|
|
4/1/2021
|
|
Open Market Sale
|
|
1364
|
|
$
|
45.08
|
|
3/31/2021
|
|
Open Market Sale
|
|
388
|
|
$
|
46.32
|
|
3/31/2021
|
|
Open Market Sale
|
|
6976
|
|
$
|
45.81
|
|
3/30/2021
|
|
Open Market Sale
|
|
1189
|
|
$
|
45.55
|
|
3/30/2021
|
|
Open Market Sale
|
|
13952
|
|
$
|
45.30
|
|
3/29/2021
|
|
Open Market Sale
|
|
1169
|
|
$
|
46.77
|
|
3/26/2021
|
|
Open Market Sale
|
|
419
|
|
$
|
46.85
|
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