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Section 13d reporting requirements need updating

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Rule 13d-2 of the Securities Exchange Act of 1934 (the "Act") requires you to promptly, within two business days, amend Schedule 13D whenever material changes in the information disclosed on a Schedule 13D occur.A material change includes any material increase or decrease in the percentage of the class of securities you are deemed to "beneficially own." For instance, if you manage more than 5% in the shares of an issuer and the percentage managed increases or decrease by more than 1% (whether through a transaction or other event), you must amend your 13D filing.The following article is intended to provide an overview of U. Securities and Exchange Commission (“SEC”) Sections 13(d) and 13(g) Amendment Requirements.The overview is general in nature, and readers are encouraged to review the specific regulations and/or consult with a compliance professional to determine the applicability to their particular situation. Schedule 13D requires detailed disclosure, including information regarding the background of the investor, the purpose of acquiring the stock, and arrangements with the issuer. Schedule 13G requires only basic information and in most cases must only be updated periodically. Schedule 13G requires less disclosure than Schedule 13D and may be used by certain persons or groups including qualified institutional investors pursuant to Rule 13D-1(b), passive investors pursuant to Rule 13D-1(c), and exempt investors pursuant to Rule 13D-1(d) in limited circumstances. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship.

For instance, if you acquire warrants that are not exercisable within 60 days, you may still need to amend Schedule 13D to revise your discussion of your plans concerning the acquisition of additional securities and related contracts, even if the amount of voting shares you manage has not yet changed.

Once an amendment has been filed reflecting beneficial ownership of five percent or less of the class of securities, no additional filings are required by this paragraph (d).

(e) The first electronic amendment to a paper format Schedule 13D or Schedule 13G shall restate the entire text of the Schedule 13D or 13G, but previously filed paper exhibits to such Schedules are not required to be restated electronically.

The settlement orders reflect a general increased focus by the SEC on insiders’ compliance with Schedule 13D amendment requirements in connection with going-private transactions (and possibly other extraordinary transactions), as well as possibly expanded requirements for disclosure of steps taken during the preliminary stage of consideration of a transaction.

Securities and Exchange Commission recently announced settlements of charges against insiders relating to three different going-private transactions.

(a) If any material change occurs in the facts set forth in the Schedule 13D required by Rule13d–1(a), including, but not limited to, any material increase or decrease in the percentage of the class beneficially owned, the person or persons who were required to file the statement shall promptly file or cause to be filed with the Commission an amendment disclosing that change.

An acquisition or disposition of beneficial ownership of securities in an amount equal to one percent or more of the class of securities shall be deemed “material” for purposes of this section; acquisitions or dispositions of less than those amounts may be material, depending upon the facts and circumstances.

13D filings allow the investing public to see who a public company's large shareholders are, and, perhaps more importantly, why they have an interest in the company.

These filings may be a precursor to hostile takeovers, company breakups, and other "change of control" events.

You must continue to make appropriate amendments so long as you continue to manage more than 5% of any class of an issuer's voting shares.

If you fall below the 5% threshold, you must make one (final) amendment notifying the SEC of this.