The problem with your position is focusing too much with the exception to a fair disclosure and not the rule itself as it affects any shareholder owed a fiduciary duty and reasonable timely 8k disclosure. It would be a real problem, if one goes around one day telling shareholders public statements, then selectively finds preferred shareholders a short time later to arm them with opposite statements of intent without telling the prior earlier shareholder of the modification. Not saying that was done here. In other words, you are focusing on the preferred shareholder and not on the common shareholder. IMO. In other words, if it is material when you told retail, is it then not still material when you didn't tell them that info you gave them that they are still relying upon to trade is now bunk? Particularly when you armed someone else with the change? Not saying anything of the kind happened here. In my opinion, that would be a problem.