MLM,
First and foremost, I would like to claim amateur status on this stuff.
That said, I believe that being "subject to 1934 regs" is not the same as, nor does it require having shares registered under the pertinent section(s) of the 1934 Act that apply to beneficial ownership filings. The following is from the Form 3 (initial ownership) instructions, but the Section 12 reference also appears on the Form 4 (subsequent transactions) instructions:
"1.Who Must File
(a)This Form must be filed by the following persons (“reporting person”):
(i)any director or officer of an issuer with a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”); (Note: Title is not determinative for purposes of determining “officer” status. See Rule 16a-1(f) for the definition of “officer”);
(ii)any beneficial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(l) (“ten percent holder”);"
Note the phrases "securities registered pursuant to/under Section 12". The Form 8-A filed at the end of September served the purpose of doing exactly that:
"FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934"
That's my story and I'm stickin' to it. Unless, of course, someone that actually KNOWS something shows otherwise.
