{"id":174,"date":"2024-05-22T17:54:25","date_gmt":"2024-05-22T17:54:25","guid":{"rendered":"https:\/\/www.schedule13d.com\/?page_id=174"},"modified":"2024-05-22T17:54:25","modified_gmt":"2024-05-22T17:54:25","slug":"c3-proposed-rule-13d-5b1iv-and-b2iii","status":"publish","type":"page","link":"https:\/\/www.schedule13d.com\/index.php\/c3-proposed-rule-13d-5b1iv-and-b2iii\/","title":{"rendered":"C3. Proposed Rule 13d-5(b)(1)(iv) and (b)(2)(iii)"},"content":{"rendered":"\n<h4 class=\"wp-block-heading\"><strong>a. Proposed Amendments<\/strong><\/h4>\n\n\n\n<p class=\"wp-block-paragraph\">The Commission proposed amendments to Rule 13d-5 to carve out from the purview of proposed Rule 13d-5(b)(1)(iii) and (b)(2)(ii) intra-group transfers of equity securities of a covered class.<a href=\"https:\/\/www.schedule13d.com\/long_schedule_13d_Info.php#fn569\"><sup>569<\/sup><\/a>\u00a0Specifically, proposed Rule 13d-5(b)(1)(iv) would provide that a group under section 13(d)(3) will not be deemed to have acquired beneficial ownership in a covered class if a member of the group becomes the beneficial owner of additional equity securities in such covered class through a sale by, or transfer from, another member of the group. Proposed Rule 13d-5(b)(2)(iii) would contain nearly identical language, with conforming changes to address circumstances in which a member of a group under section 13(g)(3) becomes the beneficial owner of additional equity securities in a covered class through a sale by, or transfer from, another member of the group.<\/p>\n\n\n\n<h4 class=\"wp-block-heading\"><strong>b.\u00a0Comments Received<\/strong><\/h4>\n\n\n\n<p class=\"wp-block-paragraph\">The Commission did not receive any comments on proposed Rule 13d-5(b)(1)(iv) and (b)(2)(iii).<\/p>\n\n\n\n<h4 class=\"wp-block-heading\"><strong>c.\u00a0Final Amendments<\/strong><\/h4>\n\n\n\n<p class=\"wp-block-paragraph\">For the reasons set forth in the Proposing Release, we are adopting the text of Rule 13d-5(b)(1)(iv) and (b)(2)(iii) substantially as proposed, but redesignating these provisions as Rule 13d-5(b)(1)(iii) and (b)(2)(ii). We also are slightly modifying the rule text to account for the possibility that group members may make intra-group transfers on the same day but after the time at which the group has been formed instead of \u201cafter the date of group formation.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"<p>a. Proposed Amendments The Commission proposed amendments to Rule 13d-5 to carve out from the purview of proposed Rule 13d-5(b)(1)(iii) and (b)(2)(ii) intra-group transfers of equity securities of a covered class.569\u00a0Specifically, proposed Rule 13d-5(b)(1)(iv) would provide that a group under section 13(d)(3) will not be deemed to have acquired beneficial ownership in a covered class &hellip; <a href=\"https:\/\/www.schedule13d.com\/index.php\/c3-proposed-rule-13d-5b1iv-and-b2iii\/\" class=\"more-link\">Continue reading<span class=\"screen-reader-text\"> &#8220;C3. Proposed Rule 13d-5(b)(1)(iv) and (b)(2)(iii)&#8221;<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-174","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/pages\/174","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/comments?post=174"}],"version-history":[{"count":1,"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/pages\/174\/revisions"}],"predecessor-version":[{"id":175,"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/pages\/174\/revisions\/175"}],"wp:attachment":[{"href":"https:\/\/www.schedule13d.com\/index.php\/wp-json\/wp\/v2\/media?parent=174"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}