10-Ks - correct answer Non-accelerated filers: 90 days
Accelerated filers: 75 days
Large accelerated filers: 60 days
10-Qs - correct answer
... [Show More] Non-accelerated filers: 45 days
Accelerated filers: 40 days
Large accelerated filers: 40 days
8-K - correct answer Must be filed WITHIN 4 BUSINESS DAYS after triggering event
Schedule 13-D (D comes before G) - correct answer A person, or a group of persons acting together, who directly or indirectly acquires beneficial ownership of more than 5% (but less than 20%***) of a voting class of the securities of a public company must file a Schedule 13-D with the SEC
- Must be done within 10 days after the purchase
- Once a Schedule 13D is on file, the purchaser must file an amended schedule whenever there is a material change in the person's beneficial ownership. (The SEC considers a "material change" to involve at least 1% of the class of securities owned)
- If the person's ownership falls below 5%, the person must file an amended schedule indicating this, and then the person's filing obligation ends
Schedule 13-G (D comes before G) - correct answer Certain institutional investors, such as investment companies, banks, insurance companies, broker-dealers, and investment advisers, are eligible to use the shorter Schedule 13-G instead of Schedule 13D, provided both of the following are true:
(1) The purchase is made in the normal course of the buyer's business
(2) The intent or effect of the purchase is not to change the control of the company that issued the security
- Schedule 13-G does not require disclosure of, among other things, the purpose of the transaction or the source of funds (unlike 13-Ds)
- The purchaser does not have to file a Schedule 13G until 45 days after the end of the calendar year in which the purchase was made, so relevant transactions may not show up on EDGAR for a year or more (Note that qualifying NON-institutional investors must file their 13-Gs within 10 days of purchase, so these types of filings will be as current on EDGAR as Schedule 13-D information)
Affiliates - correct answer For natural persons:
- An individual is an affiliate of a company if the individual "controls" the company
- This doesn't mean complete control, but rather the power to direct company decisions
- Officers, directors, and beneficial owners of more than 10% of any class of the company's stock are considered affiliates
- Individuals who are affiliates are also known as insiders or control persons
For entities:
- Two companies are affiliates of each other if one of them controls the other, or if they are under common control
- Being under common control means that the same person has control over both companies
- For instance, two companies may have the same parent company
- Control means the same thing as it does with regard to individuals
- For most purposes, 10% ownership is enough for one company to be said to have control over another
- Companies that are affiliates are also known as control persons
Exchange Act of 1934 and affiliate reporting forms - correct answer The Exchange Act requires affiliates of public companies to disclose how much of the company they own by filing Forms 3, 4, and 5 with the SEC
- Whenever a Form 3, 4, or 5 is filed in relation to a company's securities, the company must post the form to its website within one business day of the filing
- The form must remain accessible on the website for 12 months.
Form 3 - correct answer The initial statement of beneficial ownership [Show Less]