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(g) Any person who has reported an acquisition of securities in a statement on Schedule 13G (§ 240.13d-102) pursuant to paragraph (b) of this section, or has become obligated to report on the Schedule 13G (§ 240.13d-102) but has not yet filed the Schedule, and thereafter ceases to be a person specified in paragraph (b
The Schedule 13D is a required SEC filing for entities acquiring more than 5% of the stock of a public company. It is seen as a signal of an imminent corporate takeover. Significant information in the 13D includes the source of the funds used for the purchase. 1feff
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
Section 13(f)(6)(A) of the Exchange Act defines the term institutional investment manager to include any person (other than a natural person) investing in, or buying and selling, securities for its own account, and any person (including a natural person) exercising investment discretion with respect to the account of
What Is Schedule 13D? Schedule 13D is a form that must be filed with the U.S. Securities and Exchange Commission (SEC) when a person or group acquires more than 5% of a voting class of a company's equity shares.
Section 13(d)(3) of the Exchange Act provides that when two or more persons act as a group for the purpose of acquiring, holding, or disposing of securities of an issuer, the group is deemed a person. This means that if the group members collectively exceed 5 percent beneficial ownership, the group will have a
A material change includes any material increase or decrease in the percentage of the class of securities you are deemed to "beneficially own." For instance, if you manage more than 5% in the shares of an issuer and the percentage managed increases or decrease by more than 1% (whether through a transaction or other
(1) When two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer, the group formed thereby shall be deemed to have acquired beneficial ownership, for purposes of sections 13(d) and (g) of the Act, as of the date of such agreement, of all
Under Section 13 of the Exchange Act, an investment manager may have an obligation to file reports with the U.S. Securities and Exchange Commission (the SEC) on Schedule 13D, Schedule 13G, Form 13F, and/or Form 13H, each of which is discussed in more detail below.