What is a Section 12 security?

Introduction. Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the thresholds at which an issuer is required to register a class of securities with the Securities and Exchange Commission (the “SEC”).

What is a Section 12 company?

Companies with total assets greater than $10 million and a class of equity securities held by 2,000 or more persons, or 500 or more persons who are not accredited investors, must register those securities with the SEC under Section 12(g) of the Exchange Act.

What securities are registered under section 12?

Companies that are banks, bank holding companies, savings and loan companies or savings and loan holding companies must register equity securities under Section 12(g) if they have both total assets greater than $10 million and 2,000 or more equity shareholders.

What is a Section 13 security?

Section 13(f)(6)(A) of the Exchange Act defines the term “institutional investment manager” to include any person (other than a natural person) investing in, or buying and selling, securities for its own account, and any person (including a natural person) exercising investment discretion with respect to the account of …

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What is a 12G filing?

SEC Form 10-12G is a filing with the Securities and Exchange Commission (SEC), also known as the General Form for Registration of Securities. This form is required when a corporation wishes to register a class of securities according to Section 12(b) or (g) of the Securities Exchange Act of 1934.

What is Section 12 of the Exchange Act?

Introduction. Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the thresholds at which an issuer is required to register a class of securities with the Securities and Exchange Commission (the “SEC”).

What is Section 13 A of the Exchange Act?

Section 13(a) of the Exchange Act requires all issuers with securities registered under Section 12 of the Exchange Act to file such periodic reports as the Commission shall prescribe by its rules and regulations. Rules 13a-1 and 13a-13 require issuers to file annual reports and quarterly reports, respectively.

What is an unregistered security?

A security that has not been registered with the SEC and therefore may not be sold publicly. These securities frequently enter portfolios of institutional investors through private placements and are sometimes registered at a later date. Also called letter bond, letter security, letter stock, unregistered security.

Can you be a smaller reporting company and a non accelerated filer?

Under the amendments, some, but not all, smaller reporting companies become non-accelerated filers.

Who can use Form S 3?

Form S-3 can be used for the primary offering of non-convertible securities other than common equity (such as debt or preferred stock), to be offered by cash, if the company (i) has issued at least $1 billion in non-convertible securities in registered primary offerings over the prior three years; or (ii) has …

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What triggers a 13G filing?

Institutional investors must file a Schedule 13G within 45 days after the calendar year in which the investor holds more than 5% as of the year end or within 10 days after the end of the first month in which the person’s beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the …

Who is a Section 16 reporting person?

Section 16 Officer means an executive officer of the Company, other than the Chief Executive Officer, Chief Financial Officer, Chief Business Officer and Chief Medical Officer, who is considered to an “officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended and …