SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Schedule 13D
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Amendment No. 11
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a)
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TAL Education Group
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(Name of Issuer)
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Class A Common Shares, $0.001 par value per share
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(Title of Class of Securities)
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874080104
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(CUSIP Number)
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Charles P. Coleman III
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c/o Tiger Global Management, LLC
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101 Park Avenue, 48th Floor
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New York, New York 10178
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(212) 984-2500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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September 26, 2013
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No.
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874080104
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Tiger Global Five China Holdings ("China Holdings")
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)[_]
(b) [X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5. | CHECK BOX 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
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Mauritius
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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9,408,256 shares (represented by 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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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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9,408,256 shares (represented by 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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9,408,2561
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12. | CHECK BOX 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)
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13.8%2
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14.
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TYPE OF REPORTING PERSON
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OO
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1 Consists of 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio.
2 Based on a total of 68,314,150 Class A Common Shares outstanding as of February 28, 2013, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on July 26, 2013, and assumes the exchange of the Reporting Person's American Depository Shares for Class A Common Shares at a 1:2 ratio.
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CUSIP No.
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874080104
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Tiger Global Five Parent Holdings ("Parent Holdings")
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)[_]
(b) [X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5. | CHECK BOX 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
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Mauritius
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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9,408,256 shares (represented by 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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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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9,408,256 shares (represented by 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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9,408,2563
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12. | CHECK BOX 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)
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13.8%4
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14.
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TYPE OF REPORTING PERSON
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OO
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3 Consists of 4,704,128 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio.
4 Based on a total of 68,314,150 Class A Common Shares outstanding as of February 28, 2013, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on July 26, 2013, and assumes the exchange of the Reporting Person's American Depository Shares for Class A Common Shares at a 1:2 ratio.
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CUSIP No.
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874080104
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Charles P. Coleman III ("Coleman")
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)[_]
(b) [X]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5. | CHECK BOX 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
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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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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10,100,000 shares (represented by 5,050,000 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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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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10,100,000 shares (represented by 5,050,000 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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10,100,00013
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12. | CHECK BOX 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)
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14.8%14
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14.
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TYPE OF REPORTING PERSON
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IN
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13 Consists of 5,050,000 American Depositary Shares, which may be exchanged for Class A Common Shares at a 1:2 ratio.
14 Based on a total of 68,314,150 Class A Common Shares outstanding as of February 28, 2013, as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on July 26, 2013, and assumes the exchange of the Reporting Person's American Depository Shares for Class A Common Shares at a 1:2 ratio.
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CUSIP No. 874080104
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13D
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ITEM 1.
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SECURITY AND ISSUER.
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ITEM 2.
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IDENTITY AND BACKGROUND.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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ITEM 4.
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PURPOSE OF TRANSACTION.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit A
Exhibit B
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Transactions in the Common Shares by Tiger Global Five China Holdings
Transactions in Common Shares by other private funds managed by the Reporting Persons or their affiliates
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CUSIP No. 874080104
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13D
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Tiger Global Five Parent Holdings
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/s/ Moussa Taujoo
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Signature
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Moussa Taujoo
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Director
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Tiger Global Five China Holdings
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/s/ Moussa Taujoo
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Signature
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Moussa Taujoo
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Director
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Charles P. Coleman III
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/s/ Charles P. Coleman III
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Signature
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Date of
Transaction
9/25/13
9/26/13
9/26/13
9/27/13
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Number of Shares
Purchase/(Sold)
(232,894)
(163,025)
(69,867)
(93,453)
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Price per Share
$15.10
$15.05
$15.02
$15.00
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Date of
Transaction
9/25/13
9/26/13
9/26/13
9/27/13
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Number of Shares
Purchase/(Sold)
(17,106)
(11,975)
(5,133)
(6,547)
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Price per Share
$15.10
$15.05
$15.02
$15.00
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