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Replies to post #48140 on Elray Resources Inc (ELRA)
Question: Item 5(c) of Schedule 13D requires a reporting person to describe any transactions in the class of securities reported on that were effected within the past 60 days, including the date of the transaction, the amount of securities involved, and the price per share or unit. Since broker-dealers may execute trade orders in small increments and at multiple prices that may be as little as a fraction of a penny apart and provide their clients with average, instead of per share or per unit, prices, are there circumstances under which a Section 13(d) reporting person may aggregate purchase or sale transactions executed by a broker-dealer on the same day to fulfill its disclosure obligation under Item 5(c)?
Answer: Yes. A reporting person under Section 13(d) who, through a trade order executed by a broker-dealer, effects multiple open market purchase or sale transactions on the same day at different prices may disclose in the aggregate all purchase or sale transactions that occur within a one dollar price range on the basis of the weighted average purchase or sale price for those transactions. The reporting person must then: (1) specify, in a footnote or otherwise, the range of prices for each such one-dollar aggregate disclosure; and (2) undertake to provide upon request by the staff full information regarding the number of shares purchased or sold at each separate price. [Sep. 14, 2009]
