SEC Ruling for all those who have a massive amount of shares. Just saying.
B. APPLICABLE LAW Section 16(a) of the Exchange Act-[2]- requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act, and the officers and directors of the issuer of any such security (hereinafter "insiders"), file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. For purposes of determining the number of beneficially owned shares that an insider must report on Forms 3, 4, and 5, Rule 16a-1(a)(2) defines "beneficial owner" to mean "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities" at issue. The rule goes on to define "pecuniary interest" as "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." Thus, a person is deemed the beneficial owner of securities held in the name of another family member where the person obtains "benefits substantially equivalent to ownership, e.g., application of the income derived from such securities . . . to meet expenses which such person otherwise would meet from other sources." Rel. No. 34-7793, 31 Fed. Reg. 1005 (January 19, 1966); cf. Whiting v. Dow Chemical Co., 523 F.2d 680, 684-89 (2d Cir. 1975) (although wife's assets and investment accounts were segregated from husband's, husband deemed beneficial owner of her shares where her resources, including dividends and profits from her stock holdings, were used to satisfy a significant portion of family expenses).
B. APPLICABLE LAW Section 16(a) of the Exchange Act-[2]- requires that beneficial owners of more than ten percent of any class of any equity security registered pursuant to Section 12 of the Exchange Act, and the officers and directors of the issuer of any such security (hereinafter "insiders"), file a statement with the Commission by the effective date of a registration statement filed pursuant to Section 12 of the Exchange Act, or within ten days of becoming such officer, director or beneficial owner, reporting the amount of all equity securities of such issuer of which they are a beneficial owner. Section 16(a) also requires an insider to file with the Commission within ten days after the close of each calendar month, if there has been a change in the insider's ownership of the issuer's equity securities during such month, a statement indicating such changes. The rules enacted pursuant to Section 16(a) provide that an initial statement by an insider is to be made on a Form 3 and subsequent statements of changes in beneficial ownership are to be made on a Form 4 or a Form 5. For purposes of determining the number of beneficially owned shares that an insider must report on Forms 3, 4, and 5, Rule 16a-1(a)(2) defines "beneficial owner" to mean "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities" at issue. The rule goes on to define "pecuniary interest" as "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." Thus, a person is deemed the beneficial owner of securities held in the name of another family member where the person obtains "benefits substantially equivalent to ownership, e.g., application of the income derived from such securities . . . to meet expenses which such person otherwise would meet from other sources." Rel. No. 34-7793, 31 Fed. Reg. 1005 (January 19, 1966); cf. Whiting v. Dow Chemical Co., 523 F.2d 680, 684-89 (2d Cir. 1975) (although wife's assets and investment accounts were segregated from husband's, husband deemed beneficial owner of her shares where her resources, including dividends and profits from her stock holdings, were used to satisfy a significant portion of family expenses).
