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Re: doogdilinger post# 37528

Friday, 10/19/2018 10:44:47 AM

Friday, October 19, 2018 10:44:47 AM

Post# of 38634

So does that mean Boyd was selling on October 11th and now has less shares than he started with after the r/s?

And if he did sell...how come the offering filing we read the other day stated that IPCI expected Boyd/Armistice to participate in the new offering?






Looks to me like Boyd was a seller, not a buyer. Sold around 250,000 shares, just enough to get under 10% ownership. Maybe he sold shares and bought some warrants, not sure how those are reported on 13g's, but there are some important points about who files on 13d vs. 13g.




http://securities-law-blog.com/2014/06/24/schedule-13d-13g-filing-requirements-public-company-shareholders/


Schedule 13G

A Schedule 13G is a shorter and simpler form than a Schedule 13D. Schedule 13G eligible filers include (i) qualified institutional investors; (ii) passive investors; and (iii) exempt investors. The full contents and instructions of a Schedule 13G can be found HERE.


Qualified Institutional Investors

Rule 13d-1 allows qualified institutional investors to file on Schedule 13G instead of 13D. A qualified institutional investor is an investor that acquired the securities in the ordinary course of business and not with the purpose nor with the effect of changing or influencing the control of the issuer and is also one of the following:




...
"bleh, bleh, bleh"
...



Qualified institutional investors must file a Schedule 13G within 10 days of the end of the month of the triggering event requiring the filing and must amend the Schedule 13G each year within 45 days of the end of the calendar year to report changes in beneficial ownership. However, if a 13G filing shareholder acquires in excess of 10% of the company’s stock, an amended 13G must be within 10 days of the acquisition. Moreover, an amendment must also be filed within 10 days to report increases or decreases of beneficial ownership of more than 5%







In order to file 13g, he is attesting that he is a passive investor and not interested in changing control of the company. Also, it looks like the advantage of being under 10% is that he only has to file an update once every calendar year.







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