Download Free Print-Only PDF OR Purchase Interactive PDF Version of this Form
Form 3 Initial Statement Of Beneficial Ownership Of Securities (SEC1472) Form. This is a Official Federal Forms form and can be use in Securities And Exchange Commission.
Tags: Form 3 Initial Statement Of Beneficial Ownership Of Securities (SEC1472), 3, Official Federal Forms Securities And Exchange Commission,
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES The Commission is authorized to solicit the information required by this Form pursuant to Sections 16(a) and 23(a) of the Securities Exchange Act of 1934, Sections 17(a) and 20(a) of the Public Utility Holding Company Act of 1935, and Sections 30(h) and 38 of the Investment Company Act of 1940, and the rules and regulations thereunder. Disclosure of information speci336ed on this form is mandatory, except for disclosure of the I.R.S. identi336 cation number of the reporting person if such person is an entity, which is voluntary. If such numbers are furnished, they will assist the Commission in distinguishing reporting persons with similar names and will facilitate the prompt processing of the form. The information will be used for the primary purpose of disclosing the holdings of directors, of336cers, and bene336cial owners of registered companies. Information disclosed will be a matter of public record and available for inspection by members of the public. The Commission can use it in investigations or litigation involving the federal securities laws or other civil, criminal, or regulatory statutes or provisions, as well as for referral to other governmental authorities and self-regulatory organiza-tions. Failure to disclose required information may result in civil or criminal action against persons involved for violations of the federal securities laws and rules. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC1472 (05-19) American LegalNet, Inc. www.FormsWorkFlow.com GENERAL INSTRUCTIONS 1. Who Must File (a) This Form must be 336led by the following persons (223reporting person224): (i) any director or of336cer of an issuer with a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (223Exchange Act224); (Note: Title is not determinative for purposes of determining 223of336 cer224 status. See Rule 16a-1(f) for the de336nition of 223of336 cer224); (ii) any bene336cial owner of greater than 10% of a class of equity securities registered under Section 12 of the Exchange Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)(l) (223ten percent holder224); (iii) any of336cer or director of a registered holding company pursuant to Section 17 of the Public Utility Holding Company Act of 1935; (iv) any of336cer, director, member of an advisory board, investment adviser, af336liated person of an investment adviser or bene336cial owner of more than 10% of any class of outstanding securities (other than short-term paper) of a registered closed-end investment company, under Section 30(h) of the Investment Company Act of 1940; and (v) any trust, trustee, bene336ciary or settlor required to report pursuant to Rule 16a-8. (b) If a reporting person is not an of336cer, director, or ten percent holder, the person should check 223other224 in Item 5 (Relationship of Reporting Person to Issuer) and describe the reason for reporting status in the space provided. (c) If a person described above does not bene336cially own any securities required to be reported (See Rule 16a-1 and Instruction 5), the person is required to 336le this Form and state that no securities are bene336 cially owned. 2. When Form Must be Filed (a) This Form must be 336led within 10 days after the event by which the person becomes a reporting person (i.e., of336 cer, director, ten percent holder or other person). This Form and any amendment is deemed 336led with the Commission or the Exchange on the date it is received by the Commission or the Exchange, respectively. See, however, Rule 16a-3(h) regarding delivery to a third party business that guarantees delivery of the 336ling no later than the speci336ed due date. (b) A reporting person of an issuer that is registering securities for the 336 rst time under Section 12 of the Exchange Act must 336le this Form no later than the effective date of the registration statement. (c) A separate Form shall be 336led to re337 ect bene336cial ownership of securities of each issuer, except that a single statement shall be 336led with respect to the securities of a registered public utility holding company and all of its subsidiary companies. 3. Where Form Must be Filed (a) A reporting person must 336le this Form in electronic format via the Commission222s Electronic Data Gathering Analysis and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a 336ling person that has obtained a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may 336 le the Form in paper. For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Of336 ce at (202) 942-8900. For assistance with questions about the EDGAR rules, call the Of336ce of EDGAR and Information Analysis at (202) 942-2940. (b) At the time this Form or any amendment is 336led with the Commission, 336le one copy with each Exchange on which any class of securities of the issuer is registered. If the issuer has designated a single Exchange to receive Section 16 336 lings, the copy shall be 336led with that Exchange only. (c) [Removed and Reserved] 2 American LegalNet, Inc. www.FormsWorkFlow.com 4. Class of Securities Reported (a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to their bene336 cial ownership of any class of equity securities of the issuer, even though one or more of such classes may not be registered pursuant to Section 12 of the Act. (ii) Persons reporting pursuant to Section 17(a) of the Public Utility Holding Company Act of 1935 shall include information as to their bene336cial ownership of any class of securities (equity or debt) of the registered holding company and all of its subsidiary companies and specify the name of the parent or subsidiary issuing the securities. (iii) Persons reporting pursuant to Section 30(h) of the Investment Company Act of 1940 shall include information as to their bene336cial ownership of any class of securities (equity or debt) of the registered closed-end investment company (other than 223short-term paper224 as de336ned in Section 2(a)(38) of the Investment Company Act). (b) The title of the security should clearly identify the class, even if the issuer has only one class of securities outstanding; for example, 223Common Stock,224 223Class A Common Stock,224 223Class B Convertible Preferred Stock,224 etc. (c) The amount of securities bene336cially owned should state the face amount of debt securities (U.S. Dollars) or the number of equity securities, whichever is appropriate. 5. Holdings Required to be Reported (a) General Requirements. Report holdings of each class of securities of the issuer bene336cially owned as of the date of the event requiring the 336ling of this Form. See Instruction 4 as to securities required to be reported. (b) Bene336 cial Ownership Reported (Pecuniary Interest). (i) Although for purposes of determining status as a ten percent holder, a person is deemed to bene336cially own securities over which that person has voting or investment control (see Rule 16a-1(a)(1)), for reporting purposes, a person is deemed to be the bene336cial owner of securities if that person has or shares the opportunity, directly or indirectly, to pro336t or share in any pro336t derived from a transaction in the securities (223pecuniary interest224). See Rule 16a-1(a)(2). See also Rule 16a-8 for the application of the bene336cial ownership de336nition to trust holdings and transactions. (ii) Both direct and indirect bene336cial ownership of securities shall be reported. Securities bene336cially owned directly are those held in the reporting person222s name or in the name of a bank, broker or nominee for the account of the reporting person. In addition, securities held as joint tenants, tenants in common, tenants by the entirety, or as communit