Friday, September 16, 2011 9:56:45 AM
Quite correct:
The law in this regard is 5%, although 10% applies in some cases to more traditional securities (not pink sheets) under section 16. A lot of pink sheet corporations, like Sarissa, are EXEMPTED from the registration requirements under Sections 13(d) and 13(g) require a person who is the beneficial owner of more than five percent of certain equity securities13 to disclose information relating to such beneficial ownership. Sections 13(d) and 13(g) require a person who is the beneficial owner of more than five percent of certain equity securities13 to disclose information relating to such beneficial ownership.
One can get as many different answers as there are lawyers asked. It's actually kind of a joke in the case of the "Sarissas" of the world with presumably more fake shares circulating than real ones. Is it 5% of the number of legitimate shares "outstanding" or is it 5% of the number of "security entitlements" (real plus fake shares) being referenced on our monthly brokerage statements?
Reports by persons acquiring more than five per centum of certain classes of securities
B. Sections 13(d) and 13(g) and Rule 13d-3
Sections 13(d) and 13(g) require a person who is the beneficial owner of more than
five percent of certain equity securities13 to disclose information relating to such beneficial
ownership. While these statutory sections do not define the term “beneficial owner,” the
Commission has adopted rules that determine the circumstances under which a person is or may be deemed to be a beneficial owner. In order to provide objective standards for
determining when a person is or may be deemed to be a beneficial owner subject to Section 13(d), the Commission adopted Exchange Act Rule 13d-3.14 Application of the standards within Rule 13d-3 allows for case-by-case determinations as to whether a person is or becomes a beneficial owner, including a person who uses a security-based swap.
If beneficial ownership, as determined in accordance with Rule 13d-3, exceeds the
designated thresholds, beneficial owners are required to provide specified disclosures. The disclosures are intended to be required of persons who have the potential to influence or gain control of the issuer.
E. Application of the Section 16 Beneficial Ownership Regulatory Provisions
to Holdings and Transactions in Security-Based Swaps
As described above, solely for purposes of determining who is subject to Section 16
as a ten percent holder, Rule 16a-1(a)(1) uses the beneficial ownership tests applied under
Section 13(d) and its implementing rules, including Rules 13d-3(a), 13d-3(b), and Rule 13d- 3(d)(1). As a result, for example, a person who has the right to acquire securities that would cause the person to own more than ten percent of a class of equity securities through a security-based swap that confers a right to receive equity at settlement or otherwise would be subject to Section 16 as a ten percent holder under Rule 16a-1(a)(1). Once a person is subject to Section 16, in order to determine what securities are subject to Section 16(a)
http://www.sec.gov/rules/final/2011/34-64628.pdf
Easy
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