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Monday, February 12, 2024 11:41:32 AM
https://www.otcmarkets.com/filing/html?id=17256146&guid=ZNd-kKuJUTECJth
Rule 13d-1(b) is the “Institutional Investor” exemption and provides that certain Institutional Investors (defined below) that acquire securities in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the issuer (nor in connection with or as a participant in any transaction having such purpose or effect) may file a Schedule 13G in lieu of a Schedule 13D; provided that such person promptly notifies any other person on whose behalf it holds, on a discretionary basis, securities exceeding 5 percent of the class, of any acquisition or transaction on behalf of such other person that might be reportable by that person under Section 13(d) of the Exchange Act. “Institutional Investors” include certain (1) broker dealers; (2) banks; (3) insurance companies; (4) registered investment companies; (5) registered investment advisers; (6) ERISA plans; (7) parent holding companies or control persons, provided the aggregate amount held directly by the parents or control persons, and directly and indirectly by their subsidiaries or affiliates that are not persons specified in this list of individuals, does not exceed 1 percent of the securities of the subject class; (8) savings associations; (9) church plans excluded from the definition of investment company; (10) a non-US institution that is the functional equivalent of any of the institutions listed above that is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to an equivalent US institution; and (11) any group whose members are all persons enumerated in this list.
https://www.lexology.com/library/detail.aspx?g=41a16a1b-a159-409c-98ad-39051b7f4753
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