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S-K 405 Section 16(a) Compliance
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 S-K Item
Identify
each insider that failed to timely file § 16 reports
- State number of late reports
- State number of transactions not timely reported
Applies
to directors, officers, 10% beneficial owners
- See Section 16(a) Reporting
Details:
- Registrant can base its disclosure in reliance on
forms filed by its insiders
- Can rely on insider's written representation
that
no Form 5 is required
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S-K Item
405
 General
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Preamble
- Every registrant having a class of equity securities registered
pursuant to section 12 of the Exchange Act, every closed-end investment company
registered under the Investment Company Act of 1940, and every holding company
registered pursuant to the Public Utility Holding Company Act of 1935 shall:
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S-K
405(a) SEC_CODE_REF_0090001192884
- Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the registrant under 17 CFR 240.16a-3(e) during its most recent
fiscal year and Forms 5 and amendments thereto furnished to the registrant with
respect to its most recent fiscal year, and any written representation referred
to in paragraph (b)(1) of this section.
1. Under the caption "Section 16(a) Beneficial Ownership Reporting Compliance,"
identify each person who, at any time during the fiscal year, was a director,
officer, beneficial owner of more than ten percent of any class of equity
securities of the registrant registered pursuant to section 12 of the Exchange
Act, or any other person subject to section 16 of the Exchange Act with respect
to the registrant because of the requirements of section 30 of the Investment
Company Act or section 17 of the Public Utility Holding Company Act ("reporting
person") that failed to file on a timely basis, as disclosed in the above Forms,
reports required by section 16(a) of the Exchange Act during the most recent
fiscal year or prior fiscal years.
2. For each such person, set forth the number of late reports, the number of
transactions that were not reported on a timely basis, and any known failure to
file a required Form. A known failure to file would include, but not be limited
to, a failure to file a Form 3, which is required of all reporting persons, and
a failure to file a Form 5 in the absence of the written representation referred
to in paragraph (b)(1) of this section, unless the registrant otherwise knows
that no Form 5 is required.
__________
Note:
The disclosure requirement is based on a review of the forms submitted to the
registrant during and with respect to its most recent fiscal year, as specified
above. Accordingly, a failure to file timely need only be disclosed once. For
example, if in the most recently concluded fiscal year a reporting person filed
a Form 4 disclosing a transaction that took place in the prior fiscal year, and
should have been reported in that year, the registrant should disclose that late
filing and transaction pursuant to this Item 405 with respect to the most
recently concluded fiscal year, but not in material filed with respect to
subsequent years. |
S-K
405(b)
- With respect to the disclosure required by paragraph (a) of this
section, if the registrant:
1. Receives a written representation from the reporting person that no Form 5 is
required; and
2. Maintains the representation for two years, making a copy available to the
Commission or its staff upon request, the registrant need not identify such
reporting person pursuant to paragraph (a) of this section as having failed to
file a Form 5 with respect to that fiscal year. |
Applies to
Related Topics
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