Definition of SEC Form 15-15D
SEC Form 15-15D is a certification of termination of registration of a class of security under Section 12(g) or a notice of suspension of duty to file reports pursuant to Section 13 and 15(d) of the 1934 Securities Exchange Act.
Breaking Down SEC Form 15-15D
Sections 13 and 15(d) of the Securities Exchange Act of 1934 concern the filing of periodic documents, reports, and information to the SEC by a securities issuer necessary for a security registered pursuant under Section 12 of the act.
A company or a trust may wish to end reporting obligations to the SEC for a security after a change has occurred that eliminates such a requirement.
What Prompts a Company to File SEC Form 15-15D
Mergers and structural reorganizations can also lead a company to file Form 15-15D to suspend its reporting requirements. For instance, if a company owns subsidiaries it may decide to absorb those entities into itself and take ownership of all the outstanding stock of the subsidiaries. Form 15-15D would be filed with the SEC to indicate the termination of the duty to file reports related to the outstanding stock of the subsidiaries.
If a company takes action to remove itself from the public markets, an act referred to as going private or going dark, filing Form 15-15D or Form 15 is part of the process. The company must complete several steps as it goes dark. This includes deregistering securities and ending the obligation to file periodic reports to regulators. The number of shareholders who own a company’s stock must fall below a certain threshold before filings can be made with the SEC to deregister. Publicly held companies can deregister their equity securities if there are fewer than 300 shareholders of record or fewer than 500 shareholders of record if the company does not have substantial assets.
If the number of shareholders rises above the appropriate threshold, the company will be compelled to file reports with the SEC regardless of the intent to go dark.
Companies may choose to go dark in order to end the monetary and time burdens associated with filing required reports to the SEC that are mandatory in order to comply with legislation such as the Sarbanes-Oxley Act.
A company or a trust may wish to end reporting obligations to the SEC for a security after a change has occurred that eliminates such a requirement.
Absent future clarification from the SEC, Section 12(g)’s registration requirements are unavoidable once an issuer crosses the Thresholds under any circumstances. Registration under Section 12(g) is required even if an issuer crosses the Thresholds and subsequently complies with Section 12(g)’s requirements to terminate a registration statement under Section 12(g) (less than 300 holders of record) before the 120-day registration deadline. Further, an issuer who crosses the Thresholds inadvertently and then purposefully seeks to terminate their registration requirements under Section 12(g)(4) may be deemed to be engaging in a scheme to avoid the application of the federal securities laws, likely considered a violation of the anti-fraud rules.
Please note that the company filed a Form 15 12(g) for a reason you may never find out.
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