exchange act rule 0 12

[September 30, 2008], 250.02 The successor to a Section 12(g) registrant that underwent a re-incorporation merger to change its state of incorporation reported the merger in the next Form 10-Q that would have been required of the Section 12(g) registrant, and thereafter continued to file Exchange Act reports in reliance upon Rule 12g-3. [September 30, 2008]. 17 CFR Part 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE Answer: Yes. [Mar. The person wishes to continue sales under the plan pursuant to its original terms. [Mar. To whom is the registered public accounting firm reporting critical accounting policies and practices? Question: If an officer signs the certification without altering the wording to indicate he or she is providing the certification as principal financial officer, how will readers know whether the signatory is the principal executive officer or the principal financial officer? Pub. The third party who has been granted discretion must not be aware of material nonpublic information when exercising that discretion. 25, 2009]. If the company does not anticipate filing the periodic report within the extension period, it should not check the box in Part II of Form 12b-25. In this example, the person has retained discretion over the timing of the option exercise. Concurrently, the issuer registers under the Exchange Act using a Form 8-A that also does not contain the final year end audited financial statements. The issuer is not permitted to file a special financial statement report containing such audited financial statements pursuant to Rule 15d-2 (as opposed to an annual report in accordance with Rule 13a-1). Answer: A person who has permanent resident status in the U.S. a so-called Green Card holder is presumed to be a U.S. resident. The company proposed that the plan provide for an automatic reduction in the aggregate number of shares authorized for repurchase under the plan equal to the number of shares, if any, that the company discloses in Form 10-Q, Part II, Item 2 that it has repurchased in privately negotiated transactions. In such a case, the newly formed public company would not wait until the end of its fiscal year to determine its accelerated filer status. Controls and procedures with respect to interactive data fall within the scope of "disclosure controls and procedures." However, the listing standards are not required to be effective until November 28, 2023 and issuers subject to such listing standards will not be required to adopt a recovery policy for 60 days following the date on which the applicable listing standards become effective. Instead, each of the depositorys accounts for which the securities are held is a single record holder. Is a Rule 10b5-1(c) defense available for payroll deduction purchases under the 401(k) plan? SEC Filing | Sabre Corporation - IR Site Answer: If the written trading plan by its terms doesn't specify these dates, the analysis would focus on each transaction, and depend on whether the person is aware of material nonpublic information at each time she places a non-discretionary limit order. C&DIs for Exchange Act Section 16 rules have been separately published and can be found at Exchange Act Section 16 and Related Rules and Forms. Question: Are there any additional extensions for the timely filing of periodic reports beyond those provided in Rule 12b-25? Answer: No. Question: Is it necessary for a majority of the board of directors of the registrant to sign an amendment to a Form 10-K? Rule 10b5-1(c)(1)(i)(B)(3) contemplates that a person, while not aware of material nonpublic information, may delegate to a third party under a contract, instruction or written trading plan, all subsequent influence over how, when or whether to effect purchases or sales. Question: Is a company required to file a Form 12b-25 even when it anticipates filing a periodic report after the Rule 12b-25 extension period? If the company files the Form 15 on the next business day, is it required to file the Form 10-Q? [September 30, 2008]. [Apr. If the amendment does not contain or amend disclosure pursuant to Item 307 or 308 of Regulation S-K (or the equivalent disclosure requirement in Form 20-F or 40-F), and such disclosure is not otherwise required to be amended given the nature of the reasons for the amendment, paragraphs 4 and 5 may be omitted from the certifications that are filed with the amendment. See Exchange Act Release No. Filers that are unable to submit or post Interactive Data Files when required must comply with the hardship exemption requirements of either Rule 201 (temporary hardship exemption) or Rule 202 (continuing hardship exemption) of Regulation S-T. Answer: Yes. Registrants unable to rely on the COVID-19 Order are encouraged to contact the staff to discuss collateral consequences of late filings. This is because the Form 10-K serves as the Section 10(a)(3) update to the Form S-3, as provided in the undertakings in Item 512 of Regulation S-K. Further, for purposes of Rule 401(b) under the Securities Act, the filing of the Form 10-K constitutes a post-effective amendment to the Form S-3. Answer: This is a question of fact. The Question: How is the number of record holders determined under Rule 12g5-1? Rule 12b-15 provides that amendments may be signed by a duly authorized representative of the registrant. [Mar. [September 30, 2008], 280.01 Exchange Act Release No. [Aug. 11, 2010]. Because this would give the issuer the potential to effectively modify the plan by doing the block trades while aware of material nonpublic information, the Division staff took the view that the Rule 10b5-1(c) affirmative defense would not be available. Guide to Maintaining Confidentiality of Commercially Sensitive Members of the public flooded the State Capitol again on Tuesday. For complete classification of this Act to the Code, see Short Title of 1999 Amendment note set out under section 1811 of Title 12, Banks and Banking, and Tables. [Mar. Question: At a time when she is not aware of material nonpublic information, a person writes a call option, giving the option purchaser the right at any time during the life of the option to buy 10,000 shares from her at a fixed exercise price. See Securities Act Release No. Question: In determining whether a majority of the executive officers or directors are United States citizens or residents under the definition of foreign private issuer in Securities Act Rule 405 and Exchange Act Rule 3b-4(c), must the calculation be made separately for each group or are executive officers and directors to be treated as a single group when making the assessment? [September 30, 2008]. Where a written formula specifies one or more of the price, amount and dates of transactions that are all specified in a contract, instruction or written plan, the Rule 10b5-1(c)(1)(i)(B)(2) defense would apply. [September 30, 2008], 230.02 If a newly formed public company uses Form S-3 on the basis of another entitys (e.g., its parents) reporting history and that other entity is an accelerated filer, then the newly formed public company is also deemed an accelerated filer. Other than the referenced section, the process and registration statements used are the same as for a Section 12 (g) registration. [June 4, 2010]. U.S. Securities and Exchange Commission (SEC) rules require reporting companies to file material agreements as exhibits to periodic reports, registration statements and certain other disclosure documents. The registrant has been filing a combined Form 10-K report for those partnerships using the 33- file number from the Securities Act registration statement. The text of Rule 15c2-12 is provided in Attachment A. The first sale of securities under the plan will take place on March 1 in reliance on Rule 144. Question: When must a parent companys full and unconditional guarantee be in effect in order for the parents subsidiary to be exempt from the requirements of Section 13(a) or 15(d) pursuant to Exchange Act Rule 12h-5? view historical versions Title 17 Chapter II Part 240 View Full Text Previous Next Top 26589, which significantly amended Rule 15d-10, states that [a] change from a fiscal year ending as of the last day of the month to a 52-53 week fiscal year commencing within seven days of the month end (or from a 52-53 week to a month end) is not deemed a change in fiscal year for purposes of reporting subject to Rule 13a-10 or 15d-10 if the new fiscal year commences with the end of the old fiscal year. Answer: Yes. After the registrant files the Form 10-K, however, all offers and sales under the registration statement must cease. Answer: Yes. Does adoption of the Rule 10b5-1 plan change the due date for the Form 144? SEC.gov | Exchange Act Exemptive Applications An amendment to Form 10-K does not require signatures of the majority of the board of directors. File Number S7-0-22); Proposal to Further Define "As a Part of a Regular Business" in the Definition of . In both cases, a calendar month begins on the first day of the month and ends on the last day of that month. Absent other factors indicating the location from which an issuer's officers, partners, or managers primarily direct, control and coordinate the issuer's activities on a consolidated basis, as described in Securities Act Rules CDI 203.22 / Exchange Act Rules CDI 110.07, there is no single factor or group of factors that is determinative of whether an issuer's business is principally administered in the United States. Question: Do Rules 10b5-1(c)(1)(i)(A)(3) and (B)(1) provide a defense for sales under the written trading plan described in Question 120.11 when the limit order is discretionary (where the broker is granted discretion such that the broker is not required to execute a sale as soon as a buyer is available at or above $20 per share)? Question: Could fund-switching transactions under the 401(k) plan described in Question 120.21 be considered "corresponding or hedging transactions" within the meaning of Rule 10b5-1(c)(1)(i)(C) with respect to payroll deduction purchases under the 401(k) plan? The public offering price is $5 a share. 25, 2009]. Within the guidelines specified by Rule 12b-23, an issuer may incorporate by reference into its own Exchange Act documents any information contained in the filed documents of another issuer. [September 30, 2008]. 7881 (Aug. 15, 2000), text at fn. [September 30, 2008]. Question: A registrant expects that due to COVID-19 it will be unable to file a report of the type covered by Rule 12b-25 on a timely basis without incurring an unreasonable effort or expense. Should this other officer sign the certification despite the fact that there is a titular CEO? Answer: The COVID-19 Order is conditioned on a registrant having furnished a Form 8-K or Form 6-K by the later of March 16, 2020 or the original due date of the report. Who must execute the certifications required by Rules 13a-14(a) and 15d-14(a)? Question: At a time when he is not aware of material nonpublic information, a person buys a put option, giving him the right at any time during the 12-month term of the option to sell 10,000 shares at a fixed exercise price. 111 and Question 120.16. In establishing the trust, she specifies that the trust shall sell 1,000 shares of issuer stock each quarter. Answer: The new CEO, provided that he or she is the principal executive officer at the time of the filing. eCFR :: 17 CFR Part 240 -- General Rules and Regulations, Securities Question: An issuer does not have a principal executive officer or a principal financial officer. Question: For purposes of the definition of foreign private issuer in Securities Act Rule 405 and Exchange Act Rule 3b-4(c), how does an issuer determine whether its business is administered principally in the United States? Rule 3a4-1 Associated persons of an issuer deemed not to be brokers. Title 17 was last amended 1/27/2023. [December 8, 2016]. Therefore, unless a registrant that filed a Form 12b-25 also furnished a Form 8-K or Form 6-K by March 16, 2020 or the original due date of the report, it would not be able to rely on the COVID-19 Order. Question: Is the institutional defense provided by Rule 10b5-1(c)(2) available to the issuer of the securities for a repurchase plan? The proxy statement still must be filed independently to comply with Rule 14a-6. She fails to pay the loan as due. The market order does not effect an alteration or deviation of a plan transaction within the meaning of Rule 10b5-1(c)(1)(i)(C) because the 10,000 share limit order under the plan will continue to be executed when the price limit is met. Within the meaning of Rule 144(a)(2), the person and the trust will be a single person. [September 30, 2008], 252.01 Rule 12g5-1 does not require an issuer to look through record ownership to the beneficial holders in determining whether it has 500 security holders for purposes of registration under Section 12(g) of the Exchange Act. [September 30, 2008]. The person does not deposit additional securities in the margin account (although he could have), so the broker sells sufficient margined securities to satisfy the margin call. Electronic storage media is defined as any digital storage medium or system that meets the conditions set forth in the rule. First, the person could have exercised discretion not to pay the loan, resulting in default and the transfer of the securities. Rule 0-12 None Sections 110 to 119. 17 CFR 240.0-3 - Filing of material with the Commission. The Division staff ordinarily will not accelerate termination of Section 12(g) registration under Rule 12g-4 where an Exchange Act event is anticipated. 2 Securities Exchange Act Release No. Question: If the certifications required by Rules 13a-14(a) and 15d-14(a) are not included as exhibits to a Form 10-K or 10-Q, and an amendment will be filed to include the certifications as exhibits, must the entire periodic report be re-filed or can the amendment include only the signature page? [September 30, 2008]. As a result, the Rule 10b5-1(c)(1)(i)(B)(3) defense would be unavailable. Regulators as well as Congress must approach this technology with a balanced approach, that Also, she may have had the discretion to substitute collateral or provide additional collateral or cash to prevent foreclosure and sale of the stock. Assuming the registrant had more than 300 holders of record as of January 1, the registrant then has a Section 15(d) obligation that revives because it had an effective Form S-3 and Form S-8 that were updated during the registrants last fiscal year by virtue of the filing and incorporation by reference of a Form 10-K into the Form S-3 and Form S-8. In other words, the instruction permits forward incorporation by reference of the proxy statement into the already filed Form 10-K. Must the issuer file the periodic report? Question: In determining whether the majority of the directors are United States citizens or residents under the definition of foreign private issuer in Securities Act Rule 405 and Exchange Act Rule 3b-4(c), how should the determination be made when the issuer has two boards of directors? [Mar. How can the registrant suspend its Section 15(d) obligation on a going forward basis? In the Citizens and Southern Corp. no-action letter (Feb. 8, 1988) issued by the Division, we state that, for a plan filing annual reports on Form 11-K, no other reports required by Section 13 of the 1934 Act would be required. [September 30, 2008], 220.01 After the written trading plan described in Q&A 120.11 has been in effect for several months, the broker that has been executing plan sales goes out of business at a time when the person is aware of material nonpublic information. [Mar. Answer: An issuer may choose one of two methods. [September 30, 2008]. Question: If the same individual is both the principal executive officer and principal financial officer, must he or she sign two certifications? This position is consistent with the look back provision of Rule 12h-3(e), which provides that a company that suspends its reporting obligation under Rule 12h-3, but subsequently has that reporting obligation revived, must begin reporting again under Section 15(d) by filing a Form 10-K for its previous fiscal year. 240.0-12 Commission procedures for filing applications for orders for exemptive relief under Section 36 of the Exchange Act. note 1. 3 Securities Exchange Act Release No. Answer: The individual may provide one certification and provide both titles underneath the signature. Rule 12b-2 requires that an accelerated filer or large accelerated filer be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Must the issuer file the periodic report? (Release No. Nelson Mullins - Gold Dome Report - Legislative Day 25 Question: How does the analysis in Question 120.11 change if the written trading plan doesn't specify when the non-discretionary limit order will be in force? [September 30, 2008], 250.04 Following emergence from bankruptcy, the same issuer issues a new class of common stock that has substantially the same terms as its old common stock, except for a different par value. [Mar. Amendments should be filed separately for each Exchange Act report to be amended. [September 30, 2008]. [September 30, 2008], 250.05 Rule 12g-3(a) would be available to effect Section 12 registration of securities of a successor issuer formed as part of the predecessors emergence from bankruptcy, even though the class of securities so registered will be issued to persons other than the holders of the registered class of the predecessor. 25, 2009]. 240.12b-2 Definitions. Answer: If a limit order is discretionary, the discretion granted to the broker over the timing of a sale would require the conditions of Rule 10b5-1(c)(1)(i)(B)(3) to be satisfied for a defense to be available. changes and over-the-counter markets are affected with a national The person may transfer plan transactions to a different broker without being deemed to have cancelled the original plan and adopted a new plan if the transfer to the new broker is timed so that there is no cancellation of any transaction scheduled in the original plan, and the new broker effects sales in accordance with the original plans terms in compliance with Rule 10b5-1(c). [September 30, 2008], 260.01 An issuer goes effective with a Securities Act registration statement after its fiscal year end without including audited financial statements as of such year end in such registration statement. Answer: In the adopting release, the Commission indicated that it does not expect compliance with the disclosure requirements until issuers are required to have a recovery policy under the applicable exchange listing standard. If those functions are divided between both boards, the issuer may aggregate the members of both boards for purposes of calculating the majority. Consequently, sales pursuant to the altered limit order would not be pursuant to the existing plan. Rule 12d2-2(d)(5) specifies that the issuers duty to file any reports under Section 13(a) solely because of registration pursuant to Section 12(b) will be suspended upon the effective date of the delisting. 7b-3. Answer: No. [September 30, 2008]. Answer: The registrant can suspend the Section 15(d) obligation on a going forward basis provided: (1) the registrant first files post-effective amendments to the Form S-3 and Form S-8 to terminate those offerings; (2) those post-effective amendments become effective before the registrant files a Form 10-K for the last fiscal year; and (3) all of the applicable conditions in Rule 12h-3 are met.