Sure fair enough. I’m more familiar with the 38

Sure fair enough. I’m more familiar with the 38 CFR different story but now I’m becoming all too familiar with the 17 CFR.

https://www.law.cornell.edu/cfr/text/17/240.13d-1

“1) A person who would otherwise be obligated under paragraph (a) of this section to file a statement on Schedule 13D (§ 240.13d-101) may, in lieu thereof, file with the Commission, a short-form statement on Schedule 13G (§ 240.13d-102), Provided, That:

(i) Such person has acquired such securities in the ordinary course of the person's business and not with the purpose nor with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having such purpose or effect, including any transaction subject to § 240.13d-3(b), other than activities solely in connection with a nomination under § 240.14a-11; and” please look.


Once again, the transactional exception you mentioned applies specifically when the acquisition of shares is part of an ongoing merger or acquisition and the acquiring party has not yet taken control of the shares or voting rights. If the shares haven’t been transferred, the 13D filing can indeed be delayed until the deal reaches a certain stage, such as when the transaction is formally completed or the acquiring party gains control.

As per Rule 13d-1(d), if shares are acquired as part of an ongoing deal, a 13D filing is not required until after the acquisition of the shares or a change in control occurs. The acquisition of shares alone, without control or the transfer of voting rights, doesn’t trigger the immediate 13D filing requirement.

So, if the shares have not yet changed hands, there is no immediate obligation to file. It’s right there on the CFR.

If I lost people to put it simply, under Rule 13d-1(b), someone acquiring 20% of CytoDyn (CYDY) could file 13G instead of 13D, as long as the acquisition isn’t meant to influence control of the company and isn’t part of a transaction aiming for control. If the purchase is part of a merger or acquisition or if the buyer doesn’t intend to change control, they could delay the 13D filing until the deal or transfer of shares is completed. This allows an acquisition like this to occur without triggering an immediate filing requirement.

This is extremely complicated and I could be wrong but read law a lot and I have a decent grasp on these things. There always exceptions. Nothing is black and white when it comes to laws. Gray area is where I operate the most. I actually have a private bill drafted in legislation for me because doing DD on some 38 CFR and my pension. Anyways sorry I have bad adhd.

In short, if the merger involves passive investment and doesn't involve an immediate change in control, a 13G would be filed within 45 days after the end of the year. Feb 14 th is the day I’ll be refreshing Edgar again.

Also there’s more but like I said I feel like I’m going to confuse people even more.

I’ll just say there is absolutely more time for whoever to file if such deal is taking place. This is one of many examples.

The shares have not traded hands and I could go into detail about why it takes so long .