Video instructions and help with filling out and completing Why Form 1065 Schedule M 3 Securities

Instructions and Help about Why Form 1065 Schedule M 3 Securities

I'm securities attorney Laura Anthony founding partner of Legal & Compliance a full service corporate securities and business transactions law firm today is a continuation in a lawcast series discussing sections 16 and 13 of the Securities Exchange Act related to insider reporting requirements today I am continuing my discussion of section 13 including required amendments in the last lawcast in this series i discussed sections 13 in general including a precursor of schedule 13d and 13 g section 13 requires that any person that has acquired either directly or indirectly more than 5% of the beneficial ownership of a reporting company's equity securities to file either a schedule 13d or schedule 13g within 10 days after the acquisition the disclosure statement includes among other things the identity of the beneficial owners the amount of beneficial ownership and plans or proposals regarding the issuer for purposes of calculating beneficial ownership under Section 13 the shareholder must include any securities that they can acquire within 60 days so if the shareholder owns a convertible note or a warrant or an option that can convert into equity securities within 60 days they have to include those equity securities in their calculation of beneficial ownership for purposes of filing their schedule 13d or schedule 13g if the right to acquire those securities is pre conditioned on an event that has not occurred yet such as a transaction closing or other milestones then those securities would not be included in the beneficial ownership because there's no right to acquire them as of that time another example would be if there's an equity blocker in the canoe rights of a convertible instrument if there's an equity blocker at four point nine nine percent then the shareholder is prevented from reaching five percent and so would not be required to file a schedule 13d amendments to a thirteen d must be filed that there is a change of 1% or more from the ownership last reported and that includes increases or decreases if the number of shares that a convertible note holder can exchange into is based on a discount to market or a formula tied to market price and that market price goes up and down thereby increasing or decreasing their beneficial ownership by more than one percent each time there's that fluctuation an amendment must be filed so amendments when there's a convertible note tied to market price may be filed quite often also any material change in previously filed schedule 13d require an amendment even if it's not related to beneficial ownership so if there's a material amendment as to the plans for the issuer a plan to purchase additional securities or entering into material contracts with the issuer an amendment would also be required the requirement to file amendments to a previously filed schedule 13d continue until such filer has reported ownership below 5% accordingly if there's a change of beneficial ownership that results in the shareholder owning less than 5% but that change is not a 1% change from the last filing the shareholder can go ahead and voluntarily file an asset schedule 13d and relieve themselves of future reporting obligations at least until they own 5% or more in the future when they would have to file again in the next lawcast I'm going to talk about schedule 13g which is a shorter form than the 13 d and is only available for outsiders and arms-length investors I'm securities attorney Laura Anthony founding partner of legal and compliance should you have any questions about today's topic please visit securitieslawblog.com and lawcast.com or contact me directly inquiries of a technical nature are always encouraged