schedule 13d

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subject of this Schedule 13D, and is filing this schedule because of 240.13d-1( e), 240.13d-1(f) or. 240.13d-1(g), check the following box. Note: Schedules filed ...
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Video instructions and help with filling out and completing schedule 13d

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 13G. 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 a shareholder owns a convertible note or warrant or 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 a beneficial ownership because there is no right to acquire them as of that time. Another example would be if there is an equity block in the conversion rights of a convertible instrument. If there is an equity blocker at 4.99%; the shareholder is prevented from reaching 5%, and, so would not be required to file a Schedule 13D. Amendments to a 13D must be filed if 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 1%, each time there is that fluctuation, an amendment must be filed. So amendments when there is a convertible note tied to market price may be filed quite often. Also, any material change in previously filed Schedule 13D required amendment, even if it not related to beneficial ownership. So, if there is 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 have reported ownership below 5%. Accordingly, if there is a change of beneficial ownership that results in the shareholder owning...