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Research Ownership Interests
A company's registration statement and its annual report on Form 10-K will tell you who the beneficial owners of more than five percent of a class of equity securities are. Research reports on a company must disclose whether the securities firm issuing the report (or any of its affiliates) beneficially owns one percent or more of any class of common equity securities of the subject company. The issuer's registration statement will also tell you about private sales of the company's securities during the past three years. . In addition to the disclosure requirements in the new rules, you may be able to ascertain ownership by checking the following SEC forms:
Schedules 13D and 13G—Any person who acquires a beneficial ownership of more than five percent must file a Schedule 13D. Schedule 13G is a much abbreviated version of Schedule 13D that is only available for use by a limited category of "persons," such as banks, broker-dealers, or insurance companies.
Forms 3, 4, and 5—Officers, directors, and beneficial owners of more than 10 percent must report their holdings—and any changes in their holdings—to the SEC on Forms 3, 4, and 5.
Form 144—If an analyst or a firm holds "restricted" securities from the company—meaning those acquired in an unregistered, private sale from the issuer or its affiliates—then investors can find out whether the analyst or the firm recently sold the stock by researching their Form 144 filings.
As of November 4, 2002, all statements of beneficial ownership on Schedules 13D and 13G (including those relating to the securities of foreign private issuers) must be submitted electronically using the SEC's EDGAR system. While the SEC does not require that Forms 3, 4, 5, or 144 be sent electronically, some filers choose to do so. If you can't find a form on EDGAR, please contact the SEC's Office of Public Reference by telephone at (202) 551-8090 or by email at publicinfo@sec.gov. Or check the "Quotes" section of the Nasdaq Stock Market's website at http://quotes.nasdaq.com/.
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