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.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)
National Research Corporation
__________________________________________________________________________________
(Name of Issuer)
Common Stock, $.001 par value
__________________________________________________________________________________
(Title of Class of Securities)
637372202
__________________________________________________________________________________
(CUSIP Number)
Patrick E. Beans
Amandla LLC
709 Pier 2
Lincoln, NE 68528
402-440-2768
__________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 2, 2024
__________________________________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing this schedule because of sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
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, as amended (the “Exchange Act”)
or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP NO.: 637372202
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Patrick E. Beans, as the Special Holdings Direction Adviser under the Amandla MK Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(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 (See Instructions)
OO
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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
United States of America
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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
4,762,531
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
4,762,531
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,762,531
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
19.4%(1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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The percentage indicated is based upon 24,558,330 shares of common stock outstanding as of November 3, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on November 9, 2023.
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CUSIP NO.: 637372202
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Amandla MK Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(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 (See Instructions)
OO
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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
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
4,762,531
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
4,762,531
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,762,531
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12.
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Check 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)
19.4%(1)
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14.
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Type of Reporting Person (See Instructions)
OO
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(1)
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The percentage indicated is based upon 24,558,330 shares of common stock outstanding as of November 3, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on November 9, 2023.
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CUSIP NO.: 637372202
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Item 1.
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Security and Issuer.
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This Amendment No. 8 to Schedule 13D, which relates to shares of the Common Stock, par value $.001 per share (the “Common Stock”), of National Research Corporation, a Delaware corporation (the
“Issuer”), is being filed on behalf of Patrick E. Beans, as Special Holdings Direction Adviser under the Amandla MK Trust (the “Adviser”), and the Amandla MK Trust (the “Trust”) to amend the Reporting Persons’ Schedule 13D, as amended (the
“Schedule 13D”), originally filed on February 2, 2018. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set for in the Schedule 13D. The address of the principal executive
offices of the Issuer is 1245 Q Street, Lincoln, Nebraska 68508.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) Set forth below is the aggregate number and percentage of outstanding shares of Common Stock
owned beneficially by each Reporting Person named in Item 2 (based on 24,558,330 shares of Common Stock outstanding as of November 3, 2023):
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Name
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Shares of Common Stock
Beneficially Owned
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Percentage of Shares of Common Stock Beneficially Owned
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Trust and Adviser
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Common Stock –4,762,531
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19.4%
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The Adviser is the Special Holdings Direction Adviser under the Trust and may be deemed to have sole voting and dispositive power with regard to the shares of Common Stock held by the Trust. The
shares beneficially owned by the Trust are held directly by Amandla II LLC, which is 100% owned by the Trust, and Amandla LLC, which is 100% owned by Amandla II LLC.
(c) The following transactions in the Common Stock have occurred during the past
60 days by the Reporting Persons:
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Name
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Trade Date
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Number of Shares Sold
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Weighted Average Price Per Share
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Where and How Transaction was Effected
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Range of Prices per Share
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Trust and Adviser
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11/15/2023
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403
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$42.1037
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Open market sale
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$42.10 to $42.115
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Trust and Adviser
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11/20/2023
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57
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$42.10
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Open market sale
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$42.10
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Trust and Adviser
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11/21/2023
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100
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$42.05
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Open market sale
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$42.05
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Trust and Adviser
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11/22/2023
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627
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$42.0766
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Open market sale
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$42.05 to $42.20
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Trust and Adviser
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12/04/2023
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100
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$41.60
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Open market sale
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$41.60
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Trust and Adviser
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12/05/2023
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1,498
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$41.60
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Open market sale
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$41.60
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Trust and Adviser
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12/06/2023
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952
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$41.60
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Open market sale
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$41.60
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Trust and Adviser
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12/07/2023
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4,738
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$41.5641
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Open market sale
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$41.55 to $41.58
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Trust and Adviser
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12/08/2023
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12,328
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$41.55
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Open market sale
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$41.55
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Trust and Adviser
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12/11/2023
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37,638
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$41.5550
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Open market sale
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$41.55 to $41.61
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Trust and Adviser
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12/12/2023
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21,884
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$41.5501
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Open market sale
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$41.55 to $41.56
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Trust and Adviser
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12/13/2023
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3,779
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$41.5526
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Open market sale
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$41.55 to $41.565
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Trust and Adviser
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12/14/2023
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600
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$41.5908
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Open market sale
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$41.555 to $41.605
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Trust and Adviser
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01/02/2024
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180,500
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$40.2103
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Open market sale
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$40.00 to $40.995
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Trust and Adviser
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01/02/2024
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20,600
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$41.1790
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Open market sale
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$41.00 to $41.335
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| Trust and Adviser |
01/03/2024 | 120,139 |
$41.7746 |
Open market sale |
$41.535 to $42.11 |
The Reporting Persons undertakes to provide, upon request by the SEC staff, the Issuer, or a stockholder of the Issuer, full information regarding the number of shares sold at each separate price.
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.
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/s/ Patrick E. Beans
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Patrick E. Beans, as the Special Holdings Direction Adviser
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AMANDLA MK TRUST
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By:
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/s/ Patrick E. Beans
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Patrick E. Beans, Trustee
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Dated: January 4, 2024