Section 13d reporting requirements need updating Sxs chat free

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For example, a firm that acquired all of its Section 13 Securities prior to the issuer's registering such securities under the Exchange Act, or acquired not more than 2% of the Section 13 Securities within a 12-month period, is considered to be an Exempt Investor and would be eligible to file reports on Schedule 13G.

A Passive Investor must also report on Schedule 13D within 10 days of acquiring beneficial ownership of a class of Section 13 Security equal to or in excess of 20% of the outstanding securities of such class (The 10-day "cooling off" period will then apply). As discussed above, each direct or indirect "control person" of a firm may have an independent Schedule 13G or Schedule 13D reporting obligation with respect to any class of Section 13 Security for which the firm has a reporting obligation.A firm (and in some cases its "controlling persons") will likely have a Section 13 reporting obligation if, as of December 31, 2012, the firm: In addition, Section 16 of the Exchange Act imposes a reporting obligation on certain persons considered "insiders" of a company that has a class of equity securities registered under Section 12 of the Exchange Act.Such insiders may be liable for short swing profits – i.e., profits made from sales and purchases of the company's securities within a six-month time period.Firms eligible to report their holdings using Schedule 13G must file this Schedule by February 14, 2013.In general, Schedule 13G is available to firms which fall within one of the following three categories: (1) qualified institutional investor ("QII"); (2) exempt investor ("Exempt Investor"); or (3) passive investor ("Passive Investor").

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