The Securities and Exchange Commission has not necessarily reviewed
the information in this filing and has not determined if it is
accurate and complete.
The reader should not assume that the information is accurate
and complete.
|
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
| | OMB APPROVAL | | OMB Number: | 3235-0076 | | Expires: | August 31, 2015 | | Estimated average burden | | hours per response: | 4.00 |
|
|
1. Issuer's Identity
| CIK (Filer ID Number) | Previous Names | | Entity Type |
|---|
| 0001458488 | | | Corporation | | Limited Partnership | | Limited Liability Company | | General Partnership | | Business Trust | | X | Other (Specify) |
|
| Name of Issuer |
|---|
| John Hancock Life Insurance Co (U.S.A.) Separate Account PPM1-T |
| Jurisdiction of Incorporation/Organization |
|---|
| MICHIGAN |
| Year of Incorporation/Organization |
|---|
| X | Over Five Years Ago | | Within Last Five Years (Specify Year) | | | Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
| Name of Issuer |
|---|
| John Hancock Life Insurance Co (U.S.A.) Separate Account PPM1-T |
| Street Address 1 | Street Address 2 |
|---|
| 197 Clarendon Street | |
| City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
|---|
| Boston | MASSACHUSETTS | 02116 | 800-521-1234 |
3. Related Persons
| Last Name | First Name | Middle Name |
|---|
| John Hancock Life Insurance Company (USA) | John | |
| Street Address 1 | Street Address 2 |
|---|
| 197 Clarendon Street | |
| City | State/Province/Country | ZIP/PostalCode |
|---|
| Boston | MASSACHUSETTS | 02116 |
| Relationship: | | Executive Officer | | Director | X | Promoter |
|---|
Clarification of Response (if Necessary):
4. Industry Group
| | Agriculture | | Banking & Financial Services | | | | Commercial Banking | | | Insurance | | | Investing | | | Investment Banking | | X | Pooled Investment Fund | | | | Hedge Fund | | | Private Equity Fund | | | Venture Capital Fund | | X | Other Investment Fund |
| |
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
| | | | | Other Banking & Financial Services |
| | | Business Services | | Energy | | | | | | | | | | | | |
| | Health Care | | | | | | | | | | | | | Manufacturing | | Real Estate | | | | | | | | | | |
| | Retailing | | Restaurants | | Technology | | | | | | | | Travel | | | | | | | | Tourism & Travel Services |
| | | | Other |
|
5. Issuer Size
| Revenue Range | OR | Aggregate Net Asset Value Range |
|---|
|
| No Revenues |
| No Aggregate Net Asset Value |
|
| $1 - $1,000,000 |
| $1 - $5,000,000 |
|
| $1,000,001 - $5,000,000 |
| $5,000,001 - $25,000,000 |
|
| $5,000,001 - $25,000,000 |
| $25,000,001 - $50,000,000 |
|
| $25,000,001 - $100,000,000 |
| $50,000,001 - $100,000,000 |
|
| Over $100,000,000 |
| Over $100,000,000 |
|
| Decline to Disclose | X | Decline to Disclose |
|
| Not Applicable |
| Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select
all that apply)
| | Rule 504(b)(1) (not (i), (ii) or (iii)) | | X | Investment Company Act Section 3(c) | |
| Section 3(c)(1) |
| Section 3(c)(9) |
| |
| Section 3(c)(2) |
| Section 3(c)(10) |
| |
| Section 3(c)(3) |
| Section 3(c)(11) |
| |
| Section 3(c)(4) |
| Section 3(c)(12) |
| |
| Section 3(c)(5) |
| Section 3(c)(13) |
| |
| Section 3(c)(6) |
| Section 3(c)(14) |
| |
|
|
|
| Rule 504 (b)(1)(i) |
|
| Rule 504 (b)(1)(ii) |
|
| Rule 504 (b)(1)(iii) |
|
| Rule 505 |
|
| Rule 506(b) |
| X | Rule 506(c) |
|
| Securities Act Section 4(a)(5) |
|
| |
7. Type of Filing
|
| New Notice | | Date of First Sale | 2009-08-14 | |
| First Sale Yet to Occur |
| X | Amendment |
8. Duration of Offering
| Does the Issuer intend this offering to last more than
one year? | | |
9. Type(s) of Securities Offered (select all that apply)
|
| Equity | X | Pooled Investment Fund Interests |
|
| Debt |
| Tenant-in-Common Securities |
|
| Option, Warrant or Other Right to Acquire Another
Security |
| Mineral Property Securities |
|
| Security to be Acquired Upon Exercise of Option,
Warrant or Other Right to Acquire Security | X | Other (describe) |
| |
10. Business Combination Transaction
| Is this offering being made in connection with a
business combination transaction, such as a merger, acquisition or
exchange offer? | | |
Clarification of Response (if Necessary):
11. Minimum Investment
| Minimum investment accepted from any outside investor | $250,000 | USD |
12. Sales Compensation
| Recipient | | Recipient CRD Number |
| None |
|
| Brent Kinetz | 2031620 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 60 E 42nd St. | Floor 44 |
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10165 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Campbell Gerrish | 807708 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 60 E 42nd St. | Floor 44 |
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10165 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Michael I. Silverberg | 424015 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 29 SOUTH MAIN ST. | STE 311 |
| City | State/Province/Country | ZIP/Postal Code |
| WEST HARTFORD | CONNECTICUT | 06107 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Milton H. Cohn | 840000 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 5090 N. 40th STREET | Suite 180 |
| City | State/Province/Country | ZIP/Postal Code |
| PHOENIX | ARIZONA | 85018 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Michael Padon | 355077 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M Holdings Securities, Inc. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1125 NW Couch Street | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Portland | OREGON | 97209 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Vernon Holleman III | 2594098 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M Holdings Securities, Inc. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1701 PENNSYLVANIA AVENUE NW | Suite 200 |
| City | State/Province/Country | ZIP/Postal Code |
| WASHINGTON | DISTRICT OF COLUMBIA | 20006 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Richard J. Chaffee | 44040 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 11100 WAYZATA BLVD | SUITE 200 |
| City | State/Province/Country | ZIP/Postal Code |
| MINNETONKA | MINNESOTA | 55305 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Kevin Bachler | 2363345 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| ASCENSUS BROKER DEALER SERVICES, LLC | 36478 |
| Street Address 1 | Street Address 2 |
|---|
| 300 Primera Blvd. | SUITE 200 |
| City | State/Province/Country | ZIP/Postal Code |
| Lake Mary | FLORIDA | 32746 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Clune J. Walsh, Jr. | 457946 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1125 N.W. COUCH STREET | SUITE 900 |
| City | State/Province/Country | ZIP/Postal Code |
| PORTLAND | OREGON | 97209 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Guy Richard Thomas | 2192760 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1125 N.W. COUCH STREET | SUITE 900 |
| City | State/Province/Country | ZIP/Postal Code |
| PORTLAND | OREGON | 97209 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Michael Liebeskind | 1219051 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| THE LEADERS GROUP, INC. | 37157 |
| Street Address 1 | Street Address 2 |
|---|
| 550 5th Avenue | 11th Floor |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10036 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Eric Naison-Phillips | 5155539 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 60 E 42nd St. | Floor 44 |
| City | State/Province/Country | ZIP/Postal Code |
| NEW YORK | NEW YORK | 10165 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Gary Sitzmann | 700501 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1125 N.W. COUCH STREET | SUITE 900 |
| City | State/Province/Country | ZIP/Postal Code |
| PORTLAND | OREGON | 97209 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Edward C. Houghton, IV | 735581 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 210 N. CAMPBELL | |
| City | State/Province/Country | ZIP/Postal Code |
| EL PASO | TEXAS | 79901 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| David Wexler | 1028649 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 7315 WISCONSIN AVENUE | SUITE 250 E |
| City | State/Province/Country | ZIP/Postal Code |
| Bethesda | MARYLAND | 20814 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Philip DeBruyn | 1564714 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| SOUTHERN WEALTH SECURITIES, LLC | 291005 |
| Street Address 1 | Street Address 2 |
|---|
| 5005 LBJ Parkway | Suite 1313 |
| City | State/Province/Country | ZIP/Postal Code |
| Dallas | TEXAS | 75244 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Ronald Greenberg | 1860444 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M Holdings Securities, Inc. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1776 On The Green, 67 East Park Place | Suite 750 |
| City | State/Province/Country | ZIP/Postal Code |
| Morristown | NEW JERSEY | 07960 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| John E. Lagana | 1530206 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M Holdings Securities, Inc. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 2000 RIVEREDGE PARKWAY | Suite 700 |
| City | State/Province/Country | ZIP/Postal Code |
| ATLANTA | GEORGIA | 30328 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Cole Koeniger | 5082334 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1776 On The Green, 67 East Park Place | Suite 750 |
| City | State/Province/Country | ZIP/Postal Code |
| Morristown | NEW JERSEY | 07960 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Thomas Rapp | 6367780 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M Holdings Securities, Inc. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1776 On The Green, 67 East Park Place | Suite 750 |
| City | State/Province/Country | ZIP/Postal Code |
| Morristown | NEW JERSEY | 07960 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Michael A. Mingolelli | 4744404 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 197 FIRST AVENUE | Suite 100 |
| City | State/Province/Country | ZIP/Postal Code |
| NEEDHAM | MASSACHUSETTS | 02494 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Jason Burlie | 4072452 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| STANCORP EQUITIES, INC. | 19517 |
| Street Address 1 | Street Address 2 |
|---|
| 1100 SW 6th Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Portland | OREGON | 97204 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Daphne Boyle | 4559660 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 1850 MT. DIABLO BLVD | Suite 430 |
| City | State/Province/Country | ZIP/Postal Code |
| WALNUT CREEK | CALIFORNIA | 94596 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Lawton Nease | 345467 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 2000 RIVEREDGE PARKWAY | SUITE 700 |
| City | State/Province/Country | ZIP/Postal Code |
| ATLANTA | GEORGIA | 30328 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| ANN MARIE LIOTTA | 4146097 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 5090 N. 40th STREET | Suite 180 |
| City | State/Province/Country | ZIP/Postal Code |
| PHOENIX | ARIZONA | 85018 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| LeeAnn Swider | 2839832 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| ASCENSUS BROKER DEALER | 36478 |
| Street Address 1 | Street Address 2 |
|---|
| 300 Primera Blvd. | SUITE 200 |
| City | State/Province/Country | ZIP/Postal Code |
| Lake Mary | FLORIDA | 32746 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
| Recipient | | Recipient CRD Number |
| None |
|
| Walter Helms | 4620202 |
| (Associated) Broker or Dealer |
| None |
| | (Associated) Broker or Dealer CRD Number |
| None |
|
| M HOLDINGS SECURITIES, INC. | 43285 |
| Street Address 1 | Street Address 2 |
|---|
| 2000 RIVEREDGE PARKWAY | SUITE 700 |
| City | State/Province/Country | ZIP/Postal Code |
| ATLANTA | GEORGIA | 30328 |
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
|
| All States |
| |
|
13. Offering and Sales Amounts
| Total Offering Amount | $ | USD | |
| Total Amount Sold | $630,152,304 | USD |
| Total Remaining to be Sold | $ | USD | |
Clarification of Response (if Necessary):
14. Investors
| Select if securities in the offering have been or may
be sold to persons who do not qualify as accredited investors, and
enter the number of such non-accredited investors who already have
invested in the offering. | |
| Regardless of whether securities in the offering have
been or may be sold to persons who do not qualify as accredited
investors, enter the total number of investors who already have
invested in the offering: | |
15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and
finders fees expenses, if any. If the amount of an expenditure is not
known, provide an estimate and check the box next to the amount.
| Sales Commissions | $14,287,635 | USD | |
| Finders' Fees | $0 | USD | |
Clarification of Response (if Necessary):
16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the
persons required to be named as executive officers, directors or
promoters in response to Item 3 above. If the amount is unknown,
provide an estimate and check the box next to the amount.
Clarification of Response (if Necessary):
As the issuer of the variable life insurance policies, JH Life Insurance Co. (U.S.A.) will receive amounts from charges deducted under the policies, but no executive officer, director, or promoter will receive any portion of the gross offering proceeds.Signature and Submission
Please verify the information you have entered and review
the Terms of Submission below before signing and clicking SUBMIT below
to file this notice.
Terms of Submission
| In submitting this notice, each issuer named above is: |
- Notifying the SEC and/or each State in which this notice is
filed of the offering of
securities described and undertaking to furnish them, upon written request,
in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and,
the Securities Administrator
or other legally designated officer of the State in which the
issuer maintains its principal
place of business and any State in which this notice is filed, as its
agents for service of
process, and agreeing that these persons may accept service on its
behalf, of any notice,
process or pleading, and further agreeing that such service may be made
by registered or
certified mail, in any Federal or state action, administrative proceeding,
or arbitration
brought against it in any place subject to the jurisdiction of the
United States, if the
action, proceeding or arbitration (a) arises out of any activity in
connection with the
offering of securities that is the subject of this notice, and (b) is
founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the
Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company
Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of
these statutes, or (ii)
the laws of the State in which the issuer maintains its principal
place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Rule 505
exemption, the issuer is not disqualified
from relying on Rule 505 for one of the reasons stated in Rule
505(b)(2)(iii) or Rule 506(d).
|
Each Issuer identified above has read this notice, knows the
contents to be true, and has duly caused this notice to be signed on
its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or
characters adopted or authorized as the signer's signature.
| Issuer | Signature | Name of Signer | Title | Date |
|---|
| John Hancock Life Insurance Co (U.S.A.) Separate Account PPM1-T | /s/ Michael A. Ramirez | Michael A. Ramirez | AVP & Senior Counsel, John Hancock Life Insurance Co. (USA) | 2026-06-23 |
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