How do you calculate beneficial ownership percentage?
Beneficial Ownership Percentage means, with respect to any Person at any time, the quotient of (a) the aggregate number of shares of Common Stock Beneficially Owned by such Person and its Affiliates, taken together, divided by (b) the Common Stock Outstanding.
Who does the beneficial ownership rule apply to?
Beneficial Owners Under the proposed rule, a beneficial owner would include any individual who (1) exercises substantial control over a reporting company, or (2) owns or controls at least 25 percent of the ownership interests of a reporting company.
Who is subject to Section 13 A and 15 d of the Exchange Act?
Also known as US reporting company or US public company. A company subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934 (Exchange Act), which requires the company to file periodic reports with the US Securities and Exchange Commission (SEC).
Who are Section 16 reporting persons?
Under Rule 16a-1(f), the officers of a public company which are subject to Section 16 are (1) the president, (2) the principal financial officer, (3) the principal accounting officer or controller, (4) any vice president of the issuer in charge of a principal business unit, division, or function, (5) any other officer …
What is a Section 16 Form 3?
Section 16 – Forms 3, 4, and 5 Specifically, Section 16 mandates that Forms 3, 4, and 5 be filed by insiders—in other words, company investors who are directly or indirectly beneficial owners of more than 10% of stock in a company or directors and officers of the issuer of the securities.
What is beneficial owner example?
Understanding Beneficial Owners. For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial owner, even though, for safety and convenience, the bank or broker holds the title.
What is a triggering event for beneficial ownership?
While it is understood that beneficial ownership must be obtained at time of account opening or at loan renewal, if the loan was underwritten, a triggering event is a change in ownership structure, account type, transaction activity, or responsibility (control prong) that may require verifying and updating previously …
What is Section 13 or 15 D Form 8 K?
A. Form 8-K shall be used for current reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11 and for reports of nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 and 243.101).
What is Section 13 or 15 D of the Exchange Act?
A company subject to Section 13 or 15(d) of the US Securities Exchange Act of 1934 (Exchange Act), which requires the company to file periodic reports with the US Securities and Exchange Commission (SEC).
What triggers a 13D filing?
When a person or group of persons acquires beneficial ownership of more than five percent of a voting class of a company’s equity securities registered under the Securities Exchange Act, they are required to file a Schedule 13D with the SEC.
What is a Section 13 group?
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 …
What is a Form 3 VS Form 4?
SEC Form 3 is required to be filled out when an individual becomes an insider in a firm, according to specific SEC rules. The individual will need to disclose their ownership of company shares. SEC Form 4 needs to be filled out when there is any change in the ownership of a company’s stock.
What triggers a Form 3 filing?
What’s a Form 3? When a person becomes an insider (for example, when they are hired as an officer or director), they must file a Form 3 to initially disclose his or her ownership of the company’s securities. Form 3 must be filed within 10 days after the person becomes an insider.