Though it's illegal, a greater-than-10% owner--who would normally be considered an affiliate obliged to file Schedules 13 showing his holdings, and the percentage ownership they represent--can easily divide the stock among several nominee companies, none of which will have--just to be on the safe side--more than 5% ownership. That way, he doesn't have to file any insider forms.
In addition, the insiders of non-registrants have no filing obligations at all. And, in the case of companies registered under the Securities Act of 1933 rather than the Securities and Exchange Act of 1934, insiders don't have to file Forms 3, 4, and 5, or Schedules 13. The company isn't bound by the proxy rules, either.
So the only people who do have to file those forms are insiders of companies registered with the SEC pursuant to the Exchange Act.
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