Grey area with regards to SH of Record and Total Assets:
SEA 1934 12-(5)For the purposes of this subsection the term ‘‘class’’ shall
include all securities of an issuer which are of substantially similar
character and the holders of which enjoy substantially similar
rights and privileges. The Commission may for the purpose of this
subsection define by rules and regulations the terms ‘‘total assets’’
and ‘‘held of record’’ as it deems necessary or appropriate in the
public interest or for the protection of investors in order to prevent
circumvention of the provisions of this subsection. For purposes of
this subsection, a security futures product shall not be considered
a class of equity security of the issuer of the securities underlying
the security futures product. For purposes of determining whether
an issuer is required to register a security with the Commission
pursuant to paragraph (1), the definition of ‘held of record’ shall
not include securities held by persons who received the securities
pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933.
...for goodness sake lets have some fun watching these people squirm. - CH
