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DewDiligence

10/22/14 7:42 PM

#660 RE: Bickema #659

…what are the disclosure requirements regarding a VC sale of stock?

There are 3 cases:

• If a member of the VC firm is on the BoD, the reporting requirement is the same as for any insider: all purchases and sales must be reported on SEC Form 4 within two business days.

• If the VC does not have BoD representation but holds a 10% equity stake, the reporting requirement is as above.

• If the VC firm does not have BoD representation and holds a 5% (but less than 10%) equity stake, the reporting requirement is to file annually on Form 13G, no later than Feb 14, showing the firm’s shareholdings as of the prior Dec 31. Also, a 13G filing is required within 10 business days whenever the holder’s equity stake increase or decreases by >1% in absolute terms.