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
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
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GameStop Corp.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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36467W109
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(CUSIP Number)
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Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue, New York, New York 10110
(212) 986-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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August 28, 2020
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(Date of Event which Requires Filing of this Statement)
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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 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).
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1
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NAMES OF REPORTING PERSONS
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RC Ventures 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)
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☐
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(b)
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☐
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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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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6,215,326
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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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6,215,326
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,215,326
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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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9.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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Ryan Cohen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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Canada
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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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6,215,326
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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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6,215,326
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,215,326
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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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9.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth
herein.
| Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
All of the Shares to which this Schedule 13D relates were purchased on behalf of the Reporting Persons using the working capital or personal funds
of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities reported herein was approximately $36,687,924.96, excluding commissions.
| Item 5. |
Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b) The aggregate percentage of Common Stock reported owned by the
Reporting Persons is based upon 64,758,910 shares of Common Stock outstanding as of June 2, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities Exchange Commission on June 9, 2020.
As of the date hereof, RC Ventures beneficially owned 6,215,326 Shares, constituting approximately 9.6% of the outstanding Common Stock. By virtue of his
relationship with RC Ventures discussed in further detail in Item 2, Mr. Cohen may be deemed to beneficially own the Shares owned directly by RC Ventures. RC Ventures and Mr. Cohen have shared voting and dispositive power over the Shares directly
held by RC Ventures.
(c) Except as set forth on Schedule 1 hereto, the
Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days
(d) No Person other than the
Reporting Persons have the right to receive or the power to direct the receipt of distributions or dividends from, or the proceeds from the transfer of, the reported securities.
(e) Not applicable.
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: August 31, 2020
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RC VENTURES LLC
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By:
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/s/ Ryan Cohen
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Ryan Cohen, as Manager
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/s/ Ryan Cohen
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RYAN COHEN
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SCHEDULE 1
Transaction in Securities of the Issuer During the Past 60 Days*
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Date
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Security
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Amount of Shs. Bought/(Sold)
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Approx. price ($) per Share
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RC Ventures LLC
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08/27/2020
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Common Stock
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117,964
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5.135
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08/27/2020
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Common Stock
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268,304
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5.259
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08/27/2020
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Common Stock
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47,429
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5.239
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08/28/2020
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Common Stock
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4,834,607
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--**
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08/28/2020
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Common Stock
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100,000
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5.439
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08/28/2020
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Common Stock
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131,696
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5.44
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08/28/2020
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Common Stock
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200,000
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5.396
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08/28/2020
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Common Stock
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100,000
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5.381
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08/31/2020
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Common Stock
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200,000
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6.41
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08/31/2020
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Common Stock
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100,000
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6.726
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08/31/2020
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Common Stock
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115,326
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6.644
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Ryan Cohen
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08/13/2020
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Common Stock
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86,525
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4.64
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08/14/2020
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Common Stock
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470,157
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4.728
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08/17/2020
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Common Stock
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357,182
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4.643
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08/18/2020
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Common Stock
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214,946
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4.602
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08/18/2020
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Common Stock
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210,978
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4.806
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08/18/2020
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Common Stock
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200,000
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4.759
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08/19/2020
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Common Stock
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200,000
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4.74
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08/19/2020
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Common Stock
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200,000
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4.783
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08/19/2020
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Common Stock
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150,000
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4.73
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08/20/2020
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Common Stock
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339,227
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4.587
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08/21/2020
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Common Stock
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133,745
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5.022
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08/24/2020
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Common Stock
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80,542
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4.78
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08/25/2020
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Common Stock
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600
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4.95
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08/28/2020
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Common Stock
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(4,834,607)
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--**
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* This Schedule 1 is being amended and restated in its entirety to correct certain clerical errors on
the original Schedule 13D.
** Reflecting an internal transfer to RC Ventures LLC