SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A
(Amendment No. 4)

 

Under the Securities Exchange Act of 1934

REDIFF.COM INDIA LIMITED

(Name of Issuer)

Equity Shares, Rs. 5 Par Value

(Title of Class of Securities)

757479100

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

(212) 878-0600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

Steven J. Gartner, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

February 17, 2010

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 


 

SCHEDULE 13D

CUSIP No. 757479100

 

Page 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus & Co.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                          (a) x

(b) o

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH



 

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)            o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

.

 


 

SCHEDULE 13D

CUSIP No. 757479100

 

Page 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

 

Warburg Pincus LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                            (a) x

(b) o

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

Number of Shares Beneficially Owned by Reporting Person With

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)            o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 

 


 

SCHEDULE 13D

CUSIP No. 757479100

 

Page 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

Warburg, Pincus Equity Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                          (a) x

(b) o

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH




7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)            o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

 


 

SCHEDULE 13D

CUSIP No. 757479100

 

Page 5 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

 

Warburg, Pincus Ventures International, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                          (a) x

(b) o

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH



7

SOLE VOTING POWER

 

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

 

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)            o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

.

 


 

SCHEDULE 13D

CUSIP No. 757479100

 

Page 6 of 10 Pages

 

1

NAMES OF REPORTING PERSONS

 

Queenswood Investments Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                          (a) x

(b) o

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)           o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Mauritius

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH



7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

 

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)            o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

 


 

This Amendment No. 4 (“Amendment No. 4”) amends the Schedule 13D filed on December 29, 2000, as amended by Amendment No. 3, filed on May 29, 2003, as amended by Amendment No. 2, filed on May 22, 2003, as amended by Amendment No. 1-A, filed on July 16, 2001, which amended and restated Amendment No. 1, filed on July 13, 2001, to the Schedule 13D (as so amended, the “Schedule 13D”) on behalf of Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (together with two affiliated entities “WPEP”), Warburg, Pincus Ventures International, L.P., a Bermuda limited partnership (“WPVI”), and Queenswood Investments Ltd., a Mauritius corporation (“Queenswood” and, together with WP, WP LLC, WPEP and WPVI, the “Warburg Pincus Reporting Entities”). Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons.  This Amendment No. 4 to the Schedule 13D relates to the equity shares, par value Rs. 5, of Rediff.com India Limited, a limited liability company organized under the laws of the Republic of India (the “Company”). Unless the context otherwise requires, references herein to the “Equity Shares” are to the equity shares of the Company, par value Rs. 5 per share.

Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 13D.

Item 2.

Identity and Background.

Item 2(b) of the Schedule 13D is hereby amended and restated as follows:

The address of the principal business and principal office of WP, WP LLC, WPEP, WPVI, those persons listed in Schedule I attached to this Amendment No. 4, and

 


 

those United States citizens listed in Schedule II attached to this Amendment No. 4 is 450 Lexington Avenue, New York, New York 10017. The address of the principal business and principal office of Queenswood and those non-United States citizens listed in Schedule II attached to this Amendment No. 4 is c/o Warburg Pincus Asia Ltd., 8 th Floor, Newton Tower, Sir William Newton Street, Port Louis, Republic of Mauritius.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended by adding the following paragraph after the fourth paragraph:

Pursuant to a letter agreement, dated February 17, 2010 (the “Agreement”), by and between Queenswood and Edelweiss Finance & Investments Limited, a company with limited liability incorporated under the laws of the Republic of India (the “Purchaser”), on February 17, 2010 Queenswood sold to the Purchaser 2,008,000 Equity Shares at a price per share of $4.00 for an aggregate purchase price of $8,032,000. As a result, the Warburg Pincus Reporting Entities no longer beneficially own any Equity Shares.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is incorporated in this Amendment No. 4 by reference to Exhibit 99.1 to this Amendment No. 4.

Item 5.

Interest in Securities of the Issuer.

Items 5(a), 5(b), 5(c) and 5(e) are amended and restated in their entirety as follows:

 


 

(a)         As a result of selling 2,008,000 Equity Shares pursuant to the Agreement, the Warburg Pincus Reporting Entities no longer own any Equity Shares of the Company.

(b)       As a result of selling 2,008,000 Equity Shares pursuant to the Agreement, the Warburg Pincus Reporting Entities no longer own any Equity Shares of the Company. As such, the Warburg Pincus Reporting Entities no longer have voting or dispositive power over any Equity Shares.

(c)       Except for the transactions described in Item 4, during the last sixty days there were no transactions effected by the Warburg Pincus Reporting Entities or by any of the persons set forth on Schedules I and II to the Schedule 13D.

(e)       As a result of selling 2,008,000 Equity Shares pursuant to the Agreement, the Warburg Pincus Reporting Entities ceased to be the beneficial owners of more than five percent of the outstanding Equity Shares.

Item 6.              Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following at the end of the discussion:

As described in Item 4 hereto, pursuant to the Agreement, Queenswood sold 2,008,000 Equity Shares owned by Queenswood to the Purchaser on February 17, 2010. The information set forth in Item 4 with respect to the Agreement is incorporated into this Item 6 by reference.

Item 7.

Material to be Filed as Exhibits

 


 

Exhibit 99.1

Letter Agreement, dated as of February 17, 2010, by and between Queenswood and Edelweiss Finance & Investments Limited.

 


 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 17, 2010

QUEENSWOOD INVESTMENTS
LTD.

 

 

By: /s/ Tara O'Neill                 

 

Name: Tara O'Neill

 

Title: Authorized Signatory

Dated: February 17, 2010

WARBURG, PINCUS EQUITY

 

PARTNERS, L.P.

By:      Warburg Pincus Partners, LLC,
its General Partner

 

By:

Warburg Pincus & Co.,

its Managing Member

 

 

By: /s/ Scott A. Arenare                 

 

Name: Scott A. Arenare

 

Title: Partner

Dated: February 17, 2010

WARBURG, PINCUS VENTURES

 

INTERNATIONAL, L.P.

By:      Warburg Pincus Partners, LLC,
its General Partner

 

By:

Warburg Pincus & Co.,

its Managing Member

 

 

By: /s/ Scott A. Arenare                  

 

Name: Scott A. Arenare

 

Title: Partner

 


Dated: February 17, 2010

WARBURG PINCUS & CO.

 

 

By: /s/ Scott A. Arenare                   

 

Name: Scott A. Arenare

 

Title: Partner

Dated: February 17, 2010

WARBURG PINCUS LLC

 

 

By: /s/ Scott A. Arenare                    

 

Name: Scott A. Arenare

                                                                                                                Title: Managing Director

SCHEDULE I

 

Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

 

NAME

PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
WITH THE REPORTING ENTITIES

Scott A. Arenare

Partner of WP; Member and Managing Director of WP LLC

David Barr

Partner of WP; Member and Managing Director of WP LLC

Alain J.P. Belda

Partner of WP; Member and Managing Director of WP LLC

Alexander Berzofsky

Partner of WP; Member and Managing Director of WP LLC

Sean D. Carney

Partner of WP; Member and Managing Director of WP LLC

Mark Colodny

Partner of WP; Member and Managing Director of WP LLC

David A. Coulter

Partner of WP; Member and Managing Director of WP LLC

Timothy J. Curt

Partner of WP; Member and Managing Director of WP LLC

Cary J. Davis

Partner of WP; Member and Managing Director of WP LLC

Dai Feng

Partner of WP; Member and Managing Director of WP LLC

Steven Glenn

Partner of WP; Member and Managing Director of WP LLC

Jeffrey G. Goldfaden

Partner of WP; Member and Managing Director of WP LLC

Cecilia Gonzalo

Partner of WP; Member and Managing Director of WP LLC

Michael Graff

Partner of WP; Member and Managing Director of WP LLC

Patrick T. Hackett

Partner of WP; Member and Managing Director of WP LLC

E. Davisson Hardman

Partner of WP; Managing Director of WP LLC

Jeffrey A. Harris

Partner of WP; Member and Managing Director of WP LLC

In Seon Hwang

Partner of WP; Member and Managing Director of WP LLC

William H. Janeway

Partner of WP; Member and Senior Advisor of WP LLC

Chansoo Joung

Partner of WP; Member and Managing Director of WP LLC

Peter R. Kagan

Partner of WP; Member and Managing Director of WP LLC

Charles R. Kaye

Managing General Partner of WP; Managing Member and Co-President of WP LLC

Henry Kressel

Partner of WP; Member and Managing Director of WP LLC

David Krieger

Partner of WP; Member and Managing Director of WP LLC

Kevin Kruse

Partner of WP; Member and Managing Director of WP LLC

Joseph P. Landy

Managing General Partner of WP; Managing Member and Co-President of WP LLC

Kewsong Lee

Partner of WP; Member and Managing Director of WP LLC

Jonathan S. Leff

Partner of WP; Member and Managing Director of WP LLC

Michael Martin

Partner of WP; Member and Managing Director of WP LLC

James Neary

Partner of WP; Member and Managing Director of WP LLC

Dalip Pathak

Partner of WP; Member and Managing Director of WP LLC

Michael F. Profenius

Partner of WP; Managing Director of WP LLC

Justin Sadrian

Partner of WP; Member and Managing Director of WP LLC

Henry B. Schacht

Partner of WP; Member and Senior Advisor of WP LLC

Steven G. Schneider

Partner of WP; Member and Managing Director of WP LLC

Patrick Severson

Partner of WP; Member and Managing Director of WP LLC

John Shearburn

Partner of WP; Member and Managing Director of WP LLC

Christopher H. Turner

Partner of WP; Member and Managing Director of WP LLC

John L. Vogelstein

Partner of WP; Member and Senior Advisor of WP LLC

Elizabeth H. Weatherman

Partner of WP; Member and Managing Director of WP LLC

Daniel Zilberman

Partner of WP; Member and Managing Director of WP LLC

Rosanne Zimmerman

Partner of WP; Member and Managing Director of WP LLC

WP & Co. Partners, L.P.*

 

 

 

Warburg Pincus Principal Partnership, L.P.**

 

Warburg Pincus Real Estate Principal Partnership, L.P.**

 

Warburg Pincus 2006 Limited Partnership**

 

Warburg Pincus 2007 Limited Partnership**

 

 

_____________________

*

New York limited partnership; primary activity is ownership interest in WP

**

Delaware limited partnership; primary activity is ownership interest in WP

 

 


MEMBERS OF WP LLC

 

 

NAME

PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
WITH THE REPORTING ENTITIES

Scott A. Arenare

Member and Managing Director of WP LLC; Partner of WP

David Barr

Member and Managing Director of WP LLC; Partner of WP

Alain J.P. Belda

Member and Managing Director of WP LLC; Partner of WP

Alexander Berzofsky

Member and Managing Director of WP LLC; Partner of WP

Sean D. Carney

Member and Managing Director of WP LLC; Partner of WP

Julian Cheng (1)

Member and Managing Director of WP LLC

Miao Chi (2)

Member and Managing Director of WP LLC

Stephen John Coates (3)

Member and Managing Director of WP LLC

Mark Colodny

Member and Managing Director of WP LLC; Partner of WP

David A. Coulter

Member and Managing Director of WP LLC; Partner of WP

Timothy J. Curt

Member and Managing Director of WP LLC; Partner of WP

Cary J. Davis

Member and Managing Director of WP LLC; Partner of WP

Martin D. Dunnett (3)

Member and Managing Director of WP LLC

Dai Feng

Member and Managing Director of WP LLC; Partner of WP

Robert Feuer (4)

Member and Managing Director of WP LLC

Rajiv Ghatalia (1)

Member and Managing Director of WP LLC

Steven Glenn

Member and Managing Director of WP LLC; Partner of WP

Jeffrey G. Goldfaden

Member and Managing Director of WP LLC; Partner of WP

Cecilia Gonzalo

Member and Managing Director of WP LLC; Partner of WP

Michael Graff

Member and Managing Director of WP LLC; Partner of WP

Patrick T. Hackett

Member and Managing Director of WP LLC; Partner of WP

Jeffrey A. Harris

Member and Managing Director of WP LLC; Partner of WP

In Seon Hwang

Member and Managing Director of WP LLC; Partner of WP

William H. Janeway

Member and Senior Advisor of WP LLC; Partner of WP

Chansoo Joung

Member and Managing Director of WP LLC; Partner of WP

Peter R. Kagan

Member and Managing Director of WP LLC; Partner of WP

Charles R. Kaye

Managing Member and Co-President of WP LLC; Managing General Partner of WP

Rajesh Khanna (5)

Member and Managing Director of WP LLC

Henry Kressel

Member and Managing Director of WP LLC; Partner of WP

David Krieger

Member and Managing Director of WP LLC; Partner of WP

Kevin Kruse

Member and Managing Director of WP LLC; Partner of WP

Joseph P. Landy

Managing Member and Co-President of WP LLC; Managing General Partner of WP

Kewsong Lee

Member and Managing Director of WP LLC; Partner of WP

Jonathan S. Leff

Member and Managing Director of WP LLC; Partner of WP

David Li (1)

Member and Managing Director of WP LLC

Vishal Mahadevia (5)

Member and Managing Director of WP LLC

Niten Malhan (5)

Member and Managing Director of WP LLC

Michael Martin

Member and Managing Director of WP LLC; Partner of WP

Luca Molinari (6)

Member and Managing Director of WP LLC

James Neary

Member and Managing Director of WP LLC; Partner of WP

Dalip Pathak

Member and Managing Director of WP LLC; Partner of WP

Leo Puri (5)

Member and Managing Director of WP LLC

Justin Sadrian

Member and Managing Director of WP LLC; Partner of WP

Adarsh Sarma (5)

Member and Managing Director of WP LLC

Henry B. Schacht

Member and Senior Advisor of WP LLC; Partner of WP

Steven G. Schneider

Member and Managing Director of WP LLC; Partner of WP

Joseph C. Schull (2)

Member and Managing Director of WP LLC

Patrick Severson

Member and Managing Director of WP LLC; Partner of WP

John Shearburn

Member and Managing Director of WP LLC; Partner of WP

Chang Q. Sun (1)

Member and Managing Director of WP LLC

 

 


 

Christopher H. Turner

Member and Managing Director of WP LLC; Partner of WP

Simon Turton (3)

Member and Managing Director of WP LLC

John L. Vogelstein

Member and Senior Advisor of WP LLC; Partner of WP

Elizabeth H. Weatherman

Member and Managing Director of WP LLC; Partner of WP

Frank Wei (1)

Member and Managing Director of WP LLC

Peter Wilson (3)

Member and Managing Director of WP LLC

Jeremy S. Young (3)

Member and Managing Director of WP LLC

Daniel Zilberman

Member and Managing Director of WP LLC; Partner of WP

Rosanne Zimmerman

Member and Managing Director of WP LLC; Partner of WP

 

 

 

(1)

Citizen of Hong Kong

 

(2)

Citizen of Canada

 

(3)

Citizen of United Kingdom

 

(4)

Citizen of Hungary

 

(5)

Citizen of India

 

(6)

Citizen of Italy

 

As of February 1, 2010

 

 


 

Schedule II

 

Set forth below is the name, position and present principal occupation of each of the executive officer and director of Queenswood Investments Ltd. (“Queenswood”). Except as otherwise indicated, the business address of each of such persons is c/o Warburg Pincus Asia Ltd., 8 th Floor, Newton Tower, Sir William Newton Street, Port Louis, Republic of Mauritius, and each person is a citizen of Mauritius.

 

As used below, “WP” shall mean Warburg Pincus & Co. and “WP LLC” shall mean Warburg Pincus LLC. Business address of WP and WP LLC is 450 Lexington Avenue, New York, NY 10017

 

OFFICERS AND DIRECTORS OF QUEENSWOOD

 

 

 

NAME

PRESENT PRINCIPAL OCCUPATION IN ADDITION

TO POSITION WITH QUEENSWOOD

Timothy J. Curt (1)

Partner of WP; Member and Managing Director of WP LLC

Tara O'Neill (1)

Director

Sharmila Baichoo

General Manager

Steven Robert Flynn (2)

Chartered Accountant

Gyaneshwarnath Gowrea

Director of Tax

 

(1) – Citizen of the United States

(2) – Citizen of United Kingdom

 

 

 

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