A revised explanation on how there can be a negati
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Posted On: 02/03/2025 10:17:53 AM
A revised explanation on how there can be a negative percentage of float held by institutional investors.
1. It doesn't have to be preferred stock, it can be common shares as well.
2. But, it would only occur if the institution is "non-public" and, or insiders. These holders would cause a reduction in the float of the company resulting in a negative percentage of stock held.
The percentage of float held by institutions is now showing:
-4.75% of Float Held by Institutions
From Bill Gates recent interview with the Wall Street Journal on his 3 hour dinner with Trump on December 27th:
“I spoke a lot about HIV and that the foundation’s literally working on a cure for that,” Gates told the Journal. “We’re at an early stage."
My imaginary conversation:
CytoDyn investor to Bill Gates: Whatcha mean "we" Bill?!!! And the response is duh, The Gates Foundation owns part of the company, share Max and a global vision for an HIV cure!
And, SEC reporting Requirements for when a non-public company purchases over 5% of a company per ChatGPT:
When a non-public institution (which could be a private entity, like a private equity firm, hedge fund, or other private investor) purchases more than 5% of a company's stock (whether voting or non-voting), it is still subject to SEC reporting requirements, just like any other investor, as long as the company is publicly traded.
SEC Reporting Requirements:
1. Schedule 13D:
If the non-public institution acquires more than 5% of a publicly traded company's stock, they are required to file Schedule 13D within 10 calendar days of crossing the 5% threshold.
Schedule 13D requires detailed information about the purchaser, the purpose of the transaction, any related agreements, and the identity of other parties involved (if applicable).
The form is designed to inform the public of significant stakes in a company, especially when there is the potential for influence over the company, which might include non-voting shares.
2. Schedule 13G (an alternative):
A non-public institution that is passive in nature (not intending to influence or control the company) and acquires more than 5% of the stock might be eligible to file Schedule 13G instead of 13D.
This filing is generally simpler and requires less detailed information than Schedule 13D.
However, to file 13G, the institution must have a passive investment intent and not be seeking control or significant influence over the company.
Schedule 13G must be filed within 45 days after the end of the calendar year if the institution passes the 5% threshold at any time during the year (for passive investors).
2. Company Reporting of Material Events (Under SEC Rules):
Public companies are required to report material events or developments that could significantly affect their stock price, operations, or investor decision-making. These are typically reported via Form 8-K (for material events) or in periodic reports such as Form 10-Q (quarterly) and Form 10-K (annual).
A material event is any event that a reasonable investor would consider important in making an investment decision. Examples include:
Acquisitions or mergers.
Changes in control.
Changes in executive leadership (e.g., CEO appointment or resignation).
Material legal proceedings.
Financial restatements.
Changes in auditors.
The company is required to report these material events within four business days of their occurrence on Form 8-K.
Key Differences:
Shareholder’s 5% reporting:
If a shareholder acquires more than 5% of a company’s stock (whether voting or non-voting), they must file with the SEC Schedule 13D or 13G, but the company does not have to disclose this directly unless it is related to a material event.
Company’s Material Event Reporting:
The company is responsible for reporting material events that could affect the company or shareholders. This includes mergers, leadership changes, or other developments that could impact the stock price. However, the company is not directly required to report the purchase of stock by any individual or entity unless it triggers a material event (such as a change of control or significant influence that could affect company operations).
This is my story and I'm sticking to it!
GLTAL
1. It doesn't have to be preferred stock, it can be common shares as well.
2. But, it would only occur if the institution is "non-public" and, or insiders. These holders would cause a reduction in the float of the company resulting in a negative percentage of stock held.
The percentage of float held by institutions is now showing:
-4.75% of Float Held by Institutions
From Bill Gates recent interview with the Wall Street Journal on his 3 hour dinner with Trump on December 27th:
“I spoke a lot about HIV and that the foundation’s literally working on a cure for that,” Gates told the Journal. “We’re at an early stage."
My imaginary conversation:
CytoDyn investor to Bill Gates: Whatcha mean "we" Bill?!!! And the response is duh, The Gates Foundation owns part of the company, share Max and a global vision for an HIV cure!
And, SEC reporting Requirements for when a non-public company purchases over 5% of a company per ChatGPT:
When a non-public institution (which could be a private entity, like a private equity firm, hedge fund, or other private investor) purchases more than 5% of a company's stock (whether voting or non-voting), it is still subject to SEC reporting requirements, just like any other investor, as long as the company is publicly traded.
SEC Reporting Requirements:
1. Schedule 13D:
If the non-public institution acquires more than 5% of a publicly traded company's stock, they are required to file Schedule 13D within 10 calendar days of crossing the 5% threshold.
Schedule 13D requires detailed information about the purchaser, the purpose of the transaction, any related agreements, and the identity of other parties involved (if applicable).
The form is designed to inform the public of significant stakes in a company, especially when there is the potential for influence over the company, which might include non-voting shares.
2. Schedule 13G (an alternative):
A non-public institution that is passive in nature (not intending to influence or control the company) and acquires more than 5% of the stock might be eligible to file Schedule 13G instead of 13D.
This filing is generally simpler and requires less detailed information than Schedule 13D.
However, to file 13G, the institution must have a passive investment intent and not be seeking control or significant influence over the company.
Schedule 13G must be filed within 45 days after the end of the calendar year if the institution passes the 5% threshold at any time during the year (for passive investors).
2. Company Reporting of Material Events (Under SEC Rules):
Public companies are required to report material events or developments that could significantly affect their stock price, operations, or investor decision-making. These are typically reported via Form 8-K (for material events) or in periodic reports such as Form 10-Q (quarterly) and Form 10-K (annual).
A material event is any event that a reasonable investor would consider important in making an investment decision. Examples include:
Acquisitions or mergers.
Changes in control.
Changes in executive leadership (e.g., CEO appointment or resignation).
Material legal proceedings.
Financial restatements.
Changes in auditors.
The company is required to report these material events within four business days of their occurrence on Form 8-K.
Key Differences:
Shareholder’s 5% reporting:
If a shareholder acquires more than 5% of a company’s stock (whether voting or non-voting), they must file with the SEC Schedule 13D or 13G, but the company does not have to disclose this directly unless it is related to a material event.
Company’s Material Event Reporting:
The company is responsible for reporting material events that could affect the company or shareholders. This includes mergers, leadership changes, or other developments that could impact the stock price. However, the company is not directly required to report the purchase of stock by any individual or entity unless it triggers a material event (such as a change of control or significant influence that could affect company operations).
This is my story and I'm sticking to it!
GLTAL
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