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Insider Trading Arrangements
3 Months Ended 9 Months Ended
Sep. 30, 2023
shares
Sep. 30, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
Trading Plans
During the three months ended September 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:
Character of Trading Arrangement
NameTitle
Action
Action Date
Rule 10b5-1*Non-Rule 10b5-1**Total Shares to be Sold
Expiration Date(1)
Michael Brown
Executive Vice President, Chief Legal Officer
Termination(2)
8/29/2023
X
3,612
12/15/2023
Michael Brown
Executive Vice President, Chief Legal Officer
Adoption(2)
8/29/2023
X
Up to 14,463(3)
8/30/2024
Nicholas Augustinos
Director
Adoption
9/15/2023
X
Up to 7,648
9/15/2024
* Intended to satisfy the affirmative defense of Rule 10b5-1(c)
** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table.
(2) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on 12/15/2022 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect, under the Exchange Act.
(3) The number of shares of common stock sold under the Rule 10b5-1 trading arrangement will be net of shares withheld for applicable tax obligations upon the vesting of covered securities and is not yet determinable.
Non-Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Terminated false  
Michael Brown [Member]    
Trading Arrangements, by Individual    
Arrangement Duration 367 days  
Nicholas Augustinos [Member]    
Trading Arrangements, by Individual    
Name Nicholas Augustinos  
Title Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 9/15/2023  
Arrangement Duration 366 days  
Aggregate Available 7,648 7,648
Michael Brown August 2023 Termination [Member] | Michael Brown [Member]    
Trading Arrangements, by Individual    
Name Michael Brown  
Title Executive Vice President, Chief Legal Officer  
Adoption Date 8/29/2023  
Rule 10b5-1 Arrangement Terminated true  
Termination Date 12/15/2023  
Aggregate Available 3,612 3,612
Michael Brown August 2023 Adoption [Member] | Michael Brown [Member]    
Trading Arrangements, by Individual    
Name Michael Brown  
Title Executive Vice President, Chief Legal Officer  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 8/29/2023  
Aggregate Available 14,463 14,463