"Rule 13d-1(c) is the “Passive Investor” exemption and provides that holders who (1) have not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer (or in connection with or as a participant in any transaction having that purpose or effect), (2) are not an “Institutional Investor” defined in the “Institutional Investor” exemption and (3) are not directly or indirectly the beneficial owner of 20 percent or more of the class may file a Schedule 13G in lieu of a Schedule 13D. The determination of whether an investor is a “passive investor” is based on the specific facts and circumstances of the investment."
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