Sorry but to be considered an "Insider" for legal purposes under Federal Rules Sections 10(b)5 and 16B, you have to be at least a 10% owner or more!! For the purposes of the SEC form, it just shows that our angel investor is at least, a 10% owner (38% in this case), which makes him an "Insider" which means that all Rules that apply to Directors and Officers apply to him. I hope that i am clear on this.