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Passive Investment (Rule 13d-1(b)):
File 13G instead of 13D if acquiring >5% without control intent. 13G is due 45 days after year-end or Feb 14 if within first 10 days

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I was definitely wrong there. At 5% an institutional investor would have to file by February 14th if that 5% was acquired in December. If that 5% was passed in January than the filing would have to be by March 17th. The speculation has been that a single institutional investor has acquired those shares. If that was the case then they would have to file within 5 days after the month when acquiring 10% or more. Which would be February 5th. So now everyone can wait with anticipation until Wednesday.

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2. Transactional Exception (Rule 13d-1(d)):
Acquisitions part of a merger or acquisition can delay 13D filing until the transaction completes.

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The acquiring agent wouldn't possess those shares until completion.