Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
|
Metropolitan Bank Holding Corp.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
591774104
|
(CUSIP Number)
|
January 25, 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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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.
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 (“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).
|
CUSIP No. 591774104
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
EJF Capital LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.1% (1)
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IA
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|
|
|||
|
|
|
||||
|
(1)
|
Based on 8,295,272 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 31, 2020, as reported by the Issuer in its Form 8-K filed with the U.S. Securities and
Exchange Commission (“SEC”) on January 21, 2021.
|
|
CUSIP No. 591774104
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
Emanuel J. Friedman
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
426,051
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
5.1% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 8,295,272 shares of Common Stock outstanding as of December 31, 2020, as reported by the Issuer in its Form 8-K filed with the SEC on January 21, 2021.
|
|
CUSIP No. 591774104
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
EJF Sidecar Fund, Series LLC – Small Financial Equities Series
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
272,603
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
272,603
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
272,603
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
3.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 8,295,272 shares of Common Stock outstanding as of December 31, 2020, as reported by the Issuer in its Form 8-K filed with the SEC on January 21, 2021.
|
|
CUSIP No. 591774104
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
EJF Financial Services Fund, LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
&
#xA0;
|
(1)
|
Based on 8,295,272 shares of Common Stock outstanding as of December 31, 2020, as reported by the Issuer in its Form 8-K filed with the SEC on January 21, 2021.
|
|
CUSIP No. 591774104
|
13G
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
|
EJF Financial Services GP, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☒
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
105,948
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.3% (1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
(1)
|
Based on 8,295,272 shares of Common Stock outstanding as of December 31, 2020, as reported by the Issuer in its Form 8-K filed with the SEC on January 21, 2021.
|
Item 1.(a) Name of Issuer
Metropolitan Bank Holding Corp.
Item 1.(b) Address of Issuer’s Principal Executive Offices
99 Park Avenue
New York, New York 10016
Item 2.(a) Name of Person Filing
This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:
|
(i)
|
EJF Capital LLC;
|
|
(ii)
|
Emanuel J. Friedman;
|
|
(iii)
|
EJF Sidecar Fund, Series LLC – Small Financial Equities Series (“Sidecar SFES”);
|
|
(iv)
|
EJF Financial Services Fund, LP (the “Financial Services Fund”); and
|
|
(v)
|
EJF Financial Services GP, LLC.
|
*Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
Item 2.(b) Address of Principal Business Office or, if None, Residence
The address of the principal business office of each Reporting Person is:
2107 Wilson Boulevard
Suite 410
Arlington, VA 22201
Item 2.(c) Citizenship
See Item 4 of the attached cover pages.
Item 2.(d) Title of Class of Securities
Common Stock, par value $0.01 per share (“Common Stock”)
Item 2.(e) CUSIP Number
591774104
Item 3.
Not Applicable.
Item 4. Ownership
|
(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
|
See Item 9 of the attached cover pages.
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
|
|
See Item 11 of the attached cover pages.
|
|
|
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
|
|
|
|
|
|
See Item 5 of the attached cover pages.
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
|
|
|
|
|
|
See Item 6 of the attached cover pages.
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition:
|
|
|
|
|
|
|
|
See Item 7 of the attached cover pages.
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition:
|
|
|
|
|
|
|
|
See Item 8 of the attached cover pages.
|
Each of SFES and the Financial Services Fund is the record owner of the number of shares of Common Stock shown on Item 9 of their respective cover pages.
EJF Financial Services GP, LLC is the general partner of the Financial Services Fund and an investment manager of certain affiliates thereof and may be deemed
to share beneficial ownership of the shares of Common Stock of which the Financial Services Fund is the record owner.
EJF Capital LLC is the managing member of Sidecar SFES (and the investment manager of an affiliate thereof) and the sole member of EJF Financial Services GP,
LLC, and
may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership. EJF Capital LLC also serves as an investment adviser to accounts that are the record owners of shares of
Common Stock, and may be deemed to share beneficial ownership of such shares of Common Stock.
Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of Common Stock over which EJF
Capital LLC may share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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.
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.
Dated: February 4, 2021
|
|
EJF CAPITAL LLC
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
|
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
EMANUEL J. FRIEDMAN
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Emanuel J. Friedman
|
|
|
|
|
Name:
|
Emanuel J. Friedman
|
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|
||
|
|
|
|
||
|
|
By:
|
EJF CAPITAL LLC
|
|
|
|
|
Its:
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
|
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
EJF FINANCIAL SERVICES FUND, LP
|
|
||
|
|
|
|
||
|
|
By:
|
EJF FINANCIAL SERVICES GP, LLC
|
|
|
|
|
Its:
|
General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
EJF CAPITAL LLC
|
|
|
|
|
Its:
|
Sole Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
|
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
EJF FINANCIAL SERVICES GP, LLC
|
|
||
|
|
|
|
||
|
|
By:
|
EJF CAPITAL LLC
|
|
|
|
|
Its:
|
Sole Member
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
|
|
|
|
|
Title:
|
General Counsel
|
|
|
The undersigned, EJF Capital LLC, a Delaware limited liability company, Emanuel J. Friedman, EJF Sidecar Fund, Series LLC – Small Financial Equities Series, a
Delaware separate series limited liability company, EJF Financial Services Fund, LP, a Delaware limited partnership, and EJF Financial Services GP, LLC, a Delaware limited liability company, hereby agree and acknowledge that the information
required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: February 4, 2021
|
|
EJF CAPITAL LLC
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ David Bell
|
|
|
|
|
Name:
|
David Bell
|
|
|
|
|
Title:
|
General Counsel
|
|
|
|
|
EMANUEL J. FRIEDMAN
|
|
||
|
|
|
|
||
|
|
By:
|
/s/ Emanuel J. Friedman
|
|
|
|
|
Name:
|
Emanuel J. Friedman
|
|
|
|
|
EJF SIDECAR FUND, SERIES LLC – SMALL FINANCIAL EQUITIES SERIES
|
|
||
|
|
|
|
||
|
|
By:
|
EJF CAPITAL LLC
|
|
|
|
|
Its:
|
Managing Member
|
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By:
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/s/ David Bell
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Name:
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David Bell
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Title:
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General Counsel
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EJF FINANCIAL SERVICES FUND, LP
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By:
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EJF FINANCIAL SERVICES GP, LLC
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Its:
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General Partner
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ David Bell
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Name:
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David Bell
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Title:
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General Counsel
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EJF FINANCIAL SERVICES GP, LLC
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By:
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EJF CAPITAL LLC
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Its:
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Sole Member
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By:
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/s/ David Bell
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Name:
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David Bell
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Title:
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General Counsel
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