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| Securities Lawyer's Deskbook
of Cincinnati College of Law
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Integrated Disclosure System
for Small Business Issuers
Item 403 -- Security Ownership of Certain Beneficial Owners and Management
- Security ownership of certain beneficial owners.
Complete the table below for any person (including any "group")
who is known to the small business issuer to be the beneficial owner of
more than five percent of any class of the small business issuer's voting
|(1) Title of class
||(2) Name and address of
||(3) Amount and nature
of beneficial ownership
||(4) Percent of class
Security ownership of management.
Furnish the following information,
as of the most recent practicable date, in substantially the tabular form indicated, as to each class of
equity securities of the small business issuer or any of its parents or subsidiaries, including directors'
qualifying shares, beneficially owned by all directors and nominees, naming them, each of the named executive
officers as defined in Item 402(a)(2)
, and directors and executive officers of the
small business issuer as a group, without naming them. Show in column (3) the total number of shares beneficially
owned and in column (4) the percent of the class so owned. Of the number of shares shown in column (3), indicate,
by footnote or otherwise, the amount of shares that are pledged as security and the amount of shares with respect
to which such persons have the right to acquire beneficial ownership as specified in Rule 240.13d-3(d)(1)
of this chapter.
|(1) Title of class
||(2) Name of
||(3) Amount and Nature
of Beneficial ownership
||(4) Percent of class
- Changes in control. Describe any arrangements
which may result in a change in control of the small business issuer.
Instructions to Item 403:
- Of the number of shares shown in column (3)
of paragraphs (a) and (b) of this Item, state in a footnote the amount which the
listed beneficial owner has the right to acquire within sixty days, from options,
warrants, rights, conversion privilege or similar obligations.
- Where persons hold more than 5% of a class
under a voting trust or similar agreement, provide the following:
- the title of such securities;
- the amount that they hold under the trust or agreement (if not
clear from the table) ;
- the duration of the agreement;
- the names and addresses of the voting trustees; and
- a brief outline of the voting rights and other powers of the
voting trustees under the trust or agreement.
- Calculate the percentages on the basis of
the amount of outstanding securities plus, for each person or group, any
securities that person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights.
- In this Item, a beneficial owner of a security
- Any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise has or shares:
- Voting power, which includes the power to vote, or to direct
the voting of, such security; or
- Investment power, which includes the power to dispose, or
to direct the disposition of, such security.
- Any person who, directly or indirectly, creates or uses a trust,
proxy, power of attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of beneficial
ownership of a security or preventing the vesting of such beneficial ownership.
- All securities of the same class beneficially
owned by a person, regardless of the form that such beneficial ownership
takes, shall be totaled in calculating the number of shares beneficially
owned by such person.
- The small business issuer is responsible for
knowing the contents of any statements filed with the Commission under section
13(d) or 13(g) of the Exchange Act concerning
the beneficial ownership of securities and may rely upon the information in such
statements unless it knows or has reason to believe that the information is not
complete or accurate.
- The term "group" means two or more
persons acting as a partnership, syndicate, or other group for the purpose
of acquiring, holding or disposing of securities of an issuer.
- Where the small business issuer lists more
than one beneficial owner for the same securities, adequate disclosure should
be included to avoid confusion.
57 FR 36458, Aug. 13, 1992; 57 FR 48150, Oct. 21, 1992; 71 FR 53158, 53234, Sept. 8, 2006.
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