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Form 5 Annual Statement Of Beneficial Ownership Of Securities (General Instructions) (SEC2270) Form. This is a Official Federal Forms form and can be use in Securities And Exchange Commission.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 5 ANNUAL 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 transactions and 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 organizations. Failure to disclose required information may result in civil or criminal action against persons involved for violations of the Federal securities laws and rules. GENERAL INSTRUCTIONS 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. SEC 2270 (05-19) American LegalNet, Inc. www.FormsWorkFlow.com 1. When Form Must Be Filed (a) This Form must be 336led on or before the 45th day after the end of the issuer222s 336scal year in accordance with Rule 16a-3(f). This Form and any amendment is deemed 336led with the Commission or the Exchange on the date it is received by the Commission or 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 no longer subject to Section 16 of the Securities Exchange Act of 1934 (223Exchange Act224) must check the exit box appearing on this Form. Transactions and holdings previously reported are not required to be included on this Form. Form 4 or Form 5 obligations may continue to be applicable. See Rule 16a-3(f); see also Rule 16a -2(b)(transactions after termination of insider status). (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. (d) If a reporting person is not an of336cer, director, or ten percent holder, the person should check 223other224 in Item 6 (Relationship of Reporting Person to Issuer) and describe the reason for reporting status in the space provided. 2. 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 336le the Form in paper. For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Of336ce 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 336lings, the copy shall be 336led with that Exchange only. (c) [Removed and Reserved] 3. Class of Securities Reported (a) (i) Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to transactions and holdings required to be reported in any class of equity securities of the issuer and the bene336cial ownership at the end of the year of that class of equity securities, even though one or more of such classes may not be registered pursuant to Section 12 of the Exchange Act. (ii) Persons reporting pursuant to Section 17(a) of the Public Utility Holding Company Act of 1935 shall include transactions and holdings required to be reported in any class of securities (equity or debt) of the registered holding company and any of its subsidiary companies and the bene336 cial ownership at the end of the issuer222s 336 scal year of that class of securities. 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 transactions d na holdings required to be reported in any class of securities (equity or debt) of the registered closed-end investment company (other than 223short-term paper as defined in Section 2(a)(38) of the Investment Company Act) and the bene336cial ownership at the end of the year of that class of securities. (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. 2 American LegalNet, Inc. www.FormsWorkFlow.com 4. Transactions and Holdings Required to be Reported (a) General Requirements (i) Pursuant to Rule 16a-3(f), if not previously reported, the following transactions, and total bene336cial ownershipas of the end of the issuer222s 336scal year (or an earlier date applicable to a person ceasing to be an insider during the 336scal year) for any class of securities in which a transaction is reported, shall be reported: (A) any transaction during the issuer222s most recent 336scal year that was exempt from Section 16(b) of the Act, except: (1) any transaction exempt from Section 16(b) pursuant to 247240.16b-3(d), 247240.16b-3(e), or 247240.16b-3(f) (these are required to be reported on Form 4); (2) any exercise or conver sion of deriva tive securities exempt under either 247240.16b-3 or 247240.16b-6(b) (these are required to be reported on Form 4); (3) any transaction exempt from Section 16(b) of the Act pursuant to 247240.16b-3(c), which is exempt from Section 16(a) of the Act; and (4) any trans action ex empt from Sec tion 16 of the Act pursu ant to another Section 16(a) rule; (B) any small acquisition or series of acquisitions in a six month period during the issuer222s 336scal year not exceeding $10,000 in market value (see Rule 16a-6); (C) any transactions or holdings that should have been reported during the issuer222s 336scal year on a Form 3 or Form 4, but were not reported. The 336rst Form 5 336ling obligation shall include all holdings and transactions that should have been reported in each of the issuer222s last two 336scal years but were not. See Instruction 8 for the code to identify delinquent Form 3 holdings or Form 4 transactions reported on this Form 5. Note: A required Form 3 or Form 4 must be 336led within the time speci336ed by this Form. Form 3 holdings or Form 4 transactions reported on Form 5 represent delinquent Form 3 and Form 4 336 lings. (ii) Each transaction should be reported on a separate line. Transaction codes speci336ed in Item 8 should be used to identify the nature of the transactions resulting in an acquisition or disposition of a security. A deemed execution date must be reported in Column 2A of Table I or Column 3A of Table II only if the execution date for the transaction is calculated pursuant to 247240.16a-