Persons holding more than five percent of a
class of subject securities at the end of the calendar year, but
who have not made an acquisition subject to Section 13(d)
("Exempt Investors"),-[9]- are required instead to file and
amend a short-form Schedule 13G within 45 days after the close of
the calendar year. The Schedule 13G and amendments need only
report securities that are beneficially owned as of the last day
of the year.
Schedule 13G is also available to specified institutional
investors ("Qualified Institutional Investors")-[10]- that
---------FOOTNOTES----------
-[8]- Rule 13d-2(a).
-[9]- Persons who acquire all their securities prior to
the issuer registering under the Exchange Act are
not subject to Section 13(d), and persons who
acquire not more than two percent of a class of
subject securities within a 12-month period are
exempted from Section 13(d) by Section
13(d)(6)(B), but in both cases are subject to
Section 13(g). Section 13(d)(6)(A) exempts
acquisitions of subject securities acquired in a
stock-for-stock exchange which is registered under
the Securities Act of 1933.
-[10]- Such specified institutional investors include a
broker or dealer registered under Section 15(b) of
the Exchange Act [15 U.S.C. 78o(b)], a bank as
defined in Section 3(a)(6) of the Exchange Act [15
U.S.C. 78c(a)(6)], an insurance company as defined
in Section 3(a)(19) of the Exchange Act [15 U.S.C.
78c(a)(19)], an investment company registered
under Section 8 of the Investment Company Act of
1940 [15 U.S.C. 80a-8], an investment adviser
registered under Section 203 of the Investment
Advisers Act of 1940 [15 U.S.C. 80b-1 et seq.], an
employee benefit plan or pension fund that is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 [codified
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acquired or hold the securities in the ordinary course of
business and without a purpose or effect or in connection with a
transaction having a purpose or effect, of changing or
influencing control of the issuer. These Qualified Institutional
Investors likewise only report their greater than five percent
positions held as of the close of the year either in an initial
report or amendment in the case of any change in the information
provided, except if they own more than 10 percent as of the close
of any month, in which case a Schedule 13G must be filed or
amended within 10 calendar days reporting the holdings as of the
close of the month.-[11]-
