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See footnote 18 in the Brief of the Securities and Exchange Commission, Amicus Curiae in Edelson v. One of the group members transfers its securities (constituting six percent of the issuer's class of equity securities registered under Section 12 of the Exchange Act) to its parent as a dividend.The parent has not agreed to act together with the other group members for the purpose of acquiring, holding, voting or disposing of equity securities of the issuer.When the bank converted to a bank holding company, and after the class of the holding company's securities were registered under Section 12(g), the security holder received 5.1 percent of the holding company's stock in a one-for-one exchange.Is the security holder required to file a Schedule 13D because it received the holding company's securities after the class had been registered under Section 12? The security holder is eligible to file on Schedule 13G, rather than Schedule 13D, because it acquired the bank's securities before the registration of the class of holding company securities under Section 12. The Schedule 13G is considered the security holder's initial filing with the Commission, not an amendment to the filings previously made with the Comptroller. 14, 2009] Question: One of the requirements for eligibility to file a Schedule 13G pursuant to Rule 13d-1(c) is that a reporting person must not have "acquired the securities with any purpose, or with the effect of, changing or influencing the control of the issuer." See Rule 13d-1(c)(1).However, the security holder must file a Schedule 13G pursuant to Rule 13d-1(d) within 45 days after the end of the calendar year in which the Exchange Act registration becomes effective.Note that the provisions of Rule 13d-1(b)(2), which require certain beneficial owners of greater than 10 percent of a class of equity securities registered under Section 12 to file a Schedule 13G within 10 days after the end of a designated month, are limited to the institutional investors listed in Rule 13d-1(b)(1), and do not apply to beneficial owners that file a Schedule 13G pursuant to Rule 13d-1(d). 14, 2009] Question: A broker-dealer and several individuals form a limited partnership, with the broker-dealer as the sole general partner and the individuals as limited partners.
See Section 13(d), which requires a filing of Schedule 13D only upon the "acquisition" of equity securities of a class registered under Section 12.The security holder must file the Schedule 13G within 45 days after the end of calendar year in which the class of securities was registered.Note that the security holder is not required to certify that the shares were acquired or are held in the ordinary course or without the purpose or the effect of changing or influencing the control of the issuer of the securities.If the security holder acquires additional equity securities after the effective date of the Form 10, the security holder must report its entire holdings on Schedule 13D or evaluate whether it is eligible to rely on Rules 13d-1(b) or 13d-1(c) to continue to report on Schedule 13G if the most recent acquisition, when added to all other acquisitions of securities of the same class during the 12 months immediately preceding the date of the most recent acquisition, aggregates to more than two percent of the class of such securities. This 12 month period will run back from the date of the acquisition to the time when the issuer was privately held if the acquisition occurs within 12 months after the effective date of the Form 10.If the security holder has acquired two percent or less during this period, the security holder simply may continue to rely on Rule 13d-1(d) and reflect the present acquisition in its Schedule 13G pursuant to Rule 13d-2(b). 14, 2009] Question: Should shares that an issuer repurchased to fund a stock option plan be included in the number of shares outstanding for purposes of Section 13(d) of the Exchange Act? Shares that an issuer repurchased do not count as outstanding shares, even if the issuer did not retire the shares or account for them as treasury stock.