Section 15-d reporting requirements apply even if the public company does not list its securities on a national securities exchange or market and the company has not met the size thresholds requiring Exchange Act registration. Rule 15d-23 — Reporting regarding certain securities underlying asset-backed securities under section 15 (d) of the Act. Follow me on Facebook, LinkedIn, YouTube, Google+, Pinterest and Twitter. 73–291, 48 Stat. The company files a Form 15 to deregister its shares under the Exchange Act. Power to compound contravention.— Any contravention under section 13 may, on an application made by the person committing such contravention, be compounded within one hundred and eighty days from the date of receipt of application by the Director of Enforcement or such other officers of the … Section 3(a)(4) of the Exchange Act generally defines a “broker” as “any person engaged in the business of effecting transactions in securities for the account of others.” Section 15(a)(1) of the Exchange Act, in turn, generally makes it unlawful for any broker to use the mails or any other means of interstate commerce to “effect any transactions in, or to induce or … Section 15(h) of the Exchange Act provides that no broker or dealer may effectuate the purchase or sale of any penny stock by a customer unless such broker or dealer (i) approves the customer for the specific penny stock transaction and receives from the customer a written agreement to the transaction; (ii) furnishes the customer a risk disclosure document describing the risks of investing in penny stocks; (iii) discloses to the customer the current market quotation, if any, for the penny stock, including the bid and ask price and the number of shares that apply to such bid and ask price; and (iv) discloses to the customer the amount of compensation the firm and its broker will receive for the trade. We are adopting Rule 15b11-1 under the Exchange Act to establish the procedure for notice registration of CFTC Registrants to become Security Futures Product Broker-Dealers. SEC Form 15-12G is the certification and notice of termination of registration of a class of securities under Section 12 (g)of the Securities Exchange Act of 1934. Section 15 of Securities and Exchange Board of India (Amendment) Act, 2002 2002 Central Government Securities and Exchange Board of India (Amendment) Act, 2002 In section 15G of the principal Act, for the words "not exceeding five lakh rupees", the words "twenty-five crore rupees or three times the amount of profits made out of insider trading, whichever is higher" shall be … 41-0449260 (State or other jurisdiction (Commission File (IRS Employer . Section 10(b) of the Securities Exchange Act of 1934 = 15 U.S.C. 15. In particular, Rule 3a51-1 defines a penny stock as any equity security other than: (a)    A NMS (national market system) stock that is a reported security that is (i) registered on a national securities exchange that is grandfathered in because it has been in continuous operation since prior to April 20, 1992; or (ii) is quoted on either a national securities exchange or automated quotation system that that has certain quantitative initial listing standards and continued listing standards that are reasonably related to the initial listing standards. ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_____to_____ Commission file number: 001-33067 SELECTIVE … Section 13(d) – Reports by persons acquiring more than five per centum of certain classes of securities (1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 12, or any equity security of an insurance company … Leave a reply. Section 13(a) of the Securities Exchange Act of 1934, (the “Exchange Act”) and the rules promulgated thereunder require companies with a class of securities registered pursuant to Exchange Act Section 12 to file current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g). Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. In last week’s blog regarding FINRA’s request to eliminate the OTC Bulletin Board quotation service (OTCBB) and to adopt rules relating to the quotation requirements for OTC equity services by inter-dealer quotation services, I touched upon the significance of penny stock rules related to the OTC marketplace. The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (Pub.L. Section 13 Exchange Act- 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 13G within 10 days after the acquisition. The company issues a press release announcing deregistration. A well-known seasoned issuer (WKSI) cannot be a penny stock issuer. As a result of the risk associated with penny stock trading, Congress enacted the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (the “Penny Stock Act”) requiring the SEC to enact rules requiring brokers or dealers to provide disclosures to customers effecting trades in penny stocks. ), Regulation AB (17 CFR 229.1100 et seq. Section 13(d) of the Securities Exchange Act of 1934. Rule 419 applies to all registered offerings of securities by blank check companies when the securities are penny stocks. Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [] Yes [X ] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15… Pursuant to Section 13 or 15(d) of the . Legal & Compliance, LLC In addition, no Schedule 15G must be provided and no suitability determination must be made (i) for institutional accredited investors; (ii) for transactions involving private Regulation D offerings; (iii) where the customer is the issuer or an officer, director, or 5% or greater shareholder of the issuer; (iv) transactions that are not recommended by the broker or dealer; or (v) for transactions or persons for which the SEC grants an exemption. Phone: 561.514.0936 under Exchange Act Section 12(g). Section 15(d) of the Securities Exchange Act of 1934 requires an issuer who files a registration statement under the Securities Act of 1933 to file Exchange Act reports with the SEC for at least the year in which the registration statement goes effective. 15-628, 580 U.S. ___ (2016) The Securities Exchange Act of 1934 (also called the Exchange Act, ' 34 Act, or 1934 Act) ( Pub.L. Before a company's securities can begin to trade on a US exchange, the company must register that class of securities (debt or equity) with the SEC under Section 12(b) of the Exchange Act. Penny stock rules focus on the activity of broker-dealers in effectuating trades in penny stocks. ISBN: 9780857931849. However, unlike Sections 12(b) and 12(g) of the exchange Act, Section 15 does not subject an issuer Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) against Gil Beserglik, Raz Beserglik, and Kai Christian Petersen (collectively “Respondents”). This Act may be cited as the Bills of Exchange Act 1882. Section 17B of the Exchange Act, which was enacted as part of the Penny Stock Act, regulates automated quotation systems for penny stocks (such as OTC Markets) and provides, among other things, that the SEC shall facilitate the widespread dissemination of reliable and accurate last sale and quotation information with respect to penny stocks. Exchange Act Rule 15g-2 requires the delivery of a Schedule 15G and, in particular, makes it “unlawful for a broker or dealer to effect a transaction in any penny stock for or with the account of a customer unless, prior to effecting such transaction, the broker or dealer has furnished to the customer a document containing the information set forth in Schedule 15G, Rule 15g-100, and has obtained from the customer a manually signed and dated written acknowledgement of receipt for the document.”. As indicated above, those rules can be found in Exchange Act Rules 15g-1 through 15g-100. Section 15(d)6 of the exchange Act requires the issuer to comply with the same periodic and current reporting requirements (i.e., filings on Forms 10-K, 10-Q and 8-K) that apply (albeit through Section 13(a)) to issuers with a class of securities registered under Section 12. (b)    Is issued by an investment company registered under the Investment Company Act of 1940, as amended, (c)    Is a put or call option issued by the Options Clearing Corporation, (d)    Has an inside bid quotation price of $5.00 (the Rule requires that the price be net of broker or dealer commissions, mark-up or mark-downs), (e)    Is registered, or approved for registration upon notice of issuance, on a national securities exchange that makes price and volume transaction reports available, subject to restrictions provided in the rule, (f)     Is a security futures product listed on a national securities exchange or an automated quotation system sponsored by a registered national securities association; or. The FAQs restate the SEC’s long-held view that compliance and legal personnel, including chief compliance officers, may be deemed supervisors of broker-dealer employees for purposes of Sections 15(b) of the Exchange Act where such individuals have “the requisite degree of responsibility, ability or authority to affect the conduct of the employee whose behavior is at … Section 17 — Records and reports EXEMPTION OF CERTAIN ISSUERS FROM SECTION 15(D) OF THE ACT. (a) Every issuer that files reports under section 15(d) of the Act (15 U.S.C. Section 13(d) of the Securities Exchange Act of 1934. Schedule 15G can be read in its entirety Here. This includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation's securities self regulatory organizations (SROs). Leave a reply. Rule 15g-4 makes it unlawful for a broker or dealer to effect a transaction in any penny stock for or with the account of a customer unless such broker or dealer provides the customer with the aggregate amount of any compensation received by such broker or dealer in connection with such transaction. A company subject to Section 15 (d) of the Securities Exchange Act of 1934, as amended (Exchange Act) is an SEC reporting company. ), Regulation NMS (17 CFR Part 242.600 et seq. P. O. Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 SOUTHWEST AIRLINES CO. (Exact name of registrant as specified in its charter) Texas 1-7259 74-1563240 (State or other jurisdiction (Commission (I.R.S. Established customers are those that have held an account and effected transactions with that broker or dealer for more than one year prior to the subject penny stock transaction, or have made at least three purchases of penny stocks on different days and involving different issuers. (g)    Whose issuer has: (i) net tangible assets (as calculated in accordance with the rule) in excess of $2 million, if the issuer has been in continuous operation for at least three years, or $5 million, if the issuer has been in continuous operation for less than three years; or (ii) average revenue (as calculated in accordance with the rule) of at least $6 million for the last three years. Under Section 15(d) of the Exchange Act, any company which registers a class of securities under the Securities Act of 1933, as amended (Securities Act) Under Section 12(b) of the Exchange Act, any company which lists its securities on a national securities exchange … Question: Section 15(d) of the Exchange Act provides an automatic suspension of the periodic reporting obligation as to any fiscal year (except for the fiscal year in which the registration statement became effective) if an issuer has fewer than 300 security holders of record at the beginning of such fiscal year. WELLS FARGO & COMPANY (Exact name of registrant as specified in its charter) Delaware 001-2979 No.

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