_) (Name of the Issuer) (Names of Persons Filing Statement) (Title of Class of Securities) 2. 0000003719 00000 n h�b```b``��� 0000006861 00000 n Section 13(f) of the Securities Exchange Act of 1934. 0000009873 00000 n 415-868-5345. 0000008347 00000 n SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2019 FS Investment Corporation II (Exact name of Registrant as specified in its charter) Maryland 814-00926 80-0741103 0000001431 00000 n 0000003974 00000 n $3@��(��������/.U6�mˠ�F"��LX��� endstream endobj 127 0 obj <> endobj 128 0 obj <>stream In particular, Section 219 of the Threat Reduction Act added new Section 13(r) to the Exchange Act. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 19, 2012 WMI Liquidating Trust (Exact Name of Registrant as Specified in Its Charter) (206) 432-8887 The SEC recently adopted rules to implement Section 13 (q) of the Securities Exchange Act of 1934, as amended, requiring resource extraction issuers to disclose certain payments made to the U.S. government or foreign governments (the “Section 13 (q) Rules”). Selling securities after the establishment of a record date for a stockholders’ meeting, but before the meeting occurs, does not constitute a decrease of beneficial … 0000009134 00000 n This Act may be cited as the “ Securities Exchange Act of 1934.” NECESSITY FOR REGULATION AS PROVIDED IN THIS TITLE Seo. (A) the background, and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected; (B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as defined in section 3(a)(6), if the person filing such statement so requests, the name of the bank shall not be made available to the public; (C) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure; (D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of each such associate; and. The required disclosures and forms of disclosure vary depending on the situation and the registrant. 1. _��3EB�Ҥ�r�?��> 'Ej 9�"o�>��+m�$��f����n?���Ʊ=�ٜ����:�b�1��!+J����y����f���p���NcV�&��N^�x7�n���l�l�&?ܦ�#\�0��Y�MN)�[3}o.��˲�}�����)��w���L��i�.\�� ��!�W�6�[���0t���e�S��Ĭ.q�j��+Y���gpE����%o����Ė��� ��\�-قف=ك�,`�Y�Y�Y�Y�Y�Y�Y���KbGGGǺu�:�u�w�w;��~�uo�4��3�#�3�#߳G�=ky���ˣ/Ogg�Z���a� _�/�����|a/�^����3�Pأ�G�3�|��Zp��n��q�9� ���PJ���_��W�+��J���_��W�+��J���_�_!�\p�Ε�Q�R�[6����I��|���cڎ�+`ه؁����8�� 0000001284 00000 n This Act may be cited as the ‘‘Securities Exchange Act of 1934’’. The Securities Exchange Act of 1934 was created to govern securities transactions on the secondary market and ensure fairness and investor confidence. 14.4.13.0 Page 1 of 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2021 MICROSTRATEGY INCORPORATED (Exact name of registrant as specified in its charter) (6) The provisions of this subsection shall not apply to–. individuals acting jointly to acquire, hold or dispose of securities con-stitute a section 13 (d) (3) group if, by concerted action, the individ-uals have acquired a beneficial interest in each other's securities. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. trailer 0000003127 00000 n In general, under Section 13(a) of the Exchange Act (codified in 15 U.S.C. Section 13(d)(3) includes within the definition of "person" a "group"formed to acquire, hold, or dispose of securities. For the reasons hereinafter enumerated, transactions in securities as commonly conducted upon securities exchanges and over-the-counter markets are affected with a national public interest The following CDIs contain guidance that the SEC has not, to our knowledge, previously considered or disclosed: 1. (June 6, 1934, ch. 0v40p4 `��8q(f`Pe�gR�P��� ��u ��/k S�h��@�î�r�}�5̿V/��2Q�ܡ�������g``u�b�[A��}n�$��-D�1 � ��$� Under Section 13(r), Annual Reports on Form 10-K, Annual Reports on Form 20-F and Quarterly Reports on Form 10-Q filed pursuant to Exchange Act Section 13(a) must include disclosure of contracts, transactions and 0000000851 00000 n xref This site uses Akismet to reduce spam. 0000006151 00000 n Indicate by check mark w hether the registrant: (1) has filed all reports required to be filed by Sec tion 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing 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 which would have been required to be so registered except for the exemption contained in section 12(g)(2)(G), or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940 or any equity security issued by a Native Corporation pursuant to section 1629c(d)(6) of Title 43, is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and filed with the Commission, a statement containing such of the following information, and such additional information, as the Commission may by rules and regulations, prescribe as necessary or appropriate in the public interest or for the protection of investors–. 0000005430 00000 n 0000010647 00000 n "ACQUISITIONS" UNDER SECTION 13(d) Determining the acquisitions which precipitate the section 13(d) 0000060352 00000 n 1, 48 Stat. 0000004520 00000 n 78m (f)] (Exchange Act) and rule 13f-1 [17 CFR 240.13f-1]. H�\��n�0��y An introduction to federal securities law, found on the site's main arbitration page, addresses the Securities Act of 1933 and the Securities Exchange Act of 1934, and summarizes section 10b and Rule 10b-5, the antifraud provisions of the Securities Exchange Act of 1934. Section 13 … (A) any acquisition or offer to acquire securities made or proposed to be made by means of a registration statement under the Securities Act of 1933; (B) any acquisition of the beneficial ownership of a security which, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, does not exceed 2 per centum of that class; (C) any acquisition of an equity security by the issuer of such security; (D) any acquisition or proposed acquisition of a security which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection. /�E���Z)Bj��X� 3C#'2a���7��H�9!�}��v��n���L�+ �.L���.��pIm0�p�c��L׷����۞��(�������M�;. 119 27 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to h�bbc`b``��� �/ UNITED STATES SECURITIES AND EXCHANGE COMMISSION ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities Exchange Act of 1934 » Rule 13d-3 - Determination of Beneficial Ownership; Rule 13d-3 - Determination of Beneficial Ownership. § 78m), companies with Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). (103.07) 2. §78m] § 13. �� ��� (3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for the purposes of this subsection. securities and exchange commission washington, d.c. 20549 form 10-k annual report pursuant to sections 13 or 15(d) of the securities exchange act of 1934 (mark one) È annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended december 31, 2019 or 404, title I, Sec. 0000001112 00000 n (E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof. A stockholder that was initially ineligible to report beneficial ownership on Schedule 13G and instead reported beneficial ownership on Schedule 13D cannot switch to a Schedule 13G if the stockholder later becomes passive. 0000032560 00000 n Section 11A — National market system for securities; securities information processors Section 12 — Registration requirements for securities Section 13 — Periodical and other reports Learn how your comment data is processed. Rule 13e-3 Transaction Statement under Section 13 (e) of the Securities Exchange Act of 1934 (Amendment No. This legal update summarizes (1) the reporting requirements under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are generally applicable to persons that own, or exercise investment discretion over accounts that own, publicly traded or exchange listed equity securities, 2. (5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of shares of any equity securities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with or as a participant in any transaction having such purpose or effect. a law governing the secondary trading of securities in the United States of America. In 1968, the Williams Act amended the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enacting new provisions and rules related to tender offers. Institutional investment managers (Managers) must file Form 13F with the Securities and Exchange Commission (the Commission) as required by Section 13 (f) of the Securities Exchange Act of 1934 [15 U.S.C. 119 0 obj <> endobj 0000001740 00000 n Starting in February 2013, the Iran Threat Reduction and Syria Human Rights Act (the “Threat Reduction Act”) will impose new reporting requirements on U.S. domestic and foreign companies that are required to file reports with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13 (a) of the Securities Exchange Act of 1934 (the “Exchange Act”). For the reasons hereinafter enumerated, transactions in securities as commonly conducted upon securities … Section 13(d) of the Securities Exchange Act of 1934 Leave a reply Section 13(d) – Reports by persons acquiring more than five per centum of certain classes of securities Section 13(d) ofthe Securities Exchange Act of 1934 requiresfinancial disclosure by any person acquiring beneficial ownership of more than five percent of the regis-tered securities of a corporation. Section 13 (f) Reports by institutional investment managers. 0000002298 00000 n NECESSITY FOR REGULATION AS PROVIDED IN THIS TITLE SEC. 0000060610 00000 n Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing 0000010356 00000 n 0000007564 00000 n Section 13(b) of the Securities Exchange Act of 1934 [15 U.S.C. <]/Prev 75699/XRefStm 1112>> Sections 13 and 15 (d) SEC Form 15-12G allows companies to file for suspension of reporting obligations under Sections 13 and 15 (d). %%EOF Cole-Frieman & Mallon LLP provides comprehensive legal services for new and existing hedge funds as well as for other investment management companies. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) … 881.) Periodical and Other Reports ***** (b) Form of Report; Books, Records, and Internal Accounting; Directives ***** (2) Every issuer which has a class of securities registered pursuant to section 78l of this title and every issuer 0000005237 00000 n (4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): December 17, 2020 GENESIS ENERGY, L.P. (Exact name of registrant as specified in its charter) Delaware 1-12295 76-0513049 (2) If any material change occurs in the facts set forth in the statements to the issuer and the exchange, and in the statement filed with the Commission, an amendment shall be transmitted to the issuer and the exchange and shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. H�\��n�0E�� If you are thinking of starting a hedge fund or an incubator fund, please call Bart Mallon of Cole-Frieman & Mallon LLP today at %PDF-1.4 %���� ABOUT SECTION 13(D) AND SECTION 13(G) OF THE SECURITIES EXCHANGE ACT OF 1934 General What is the general purpose of Section 13(d)? 0000002878 00000 n 0 Section 1502 added Section 13 (p) to the Securities Exchange Act of 1934, which requires the Commission to promulgate rules requiring issuers with conflict minerals that are necessary to the functionality or production of a product manufactured by such person to disclose annually whether any of those minerals originated in the Democratic Republic of the Congo or an adjoining country. startxref 0000000016 00000 n Exchange Act Section 13(b)(7) defines “reasonable assurance” and “reasonable detail” as “such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs.” 8 The Commission has long held that “reasonableness” is 0000002841 00000 n endstream endobj 144 0 obj <>/Filter/FlateDecode/Index[26 93]/Length 22/Size 119/Type/XRef/W[1 1 1]>>stream endstream endobj 120 0 obj <>/Metadata 24 0 R/Outlines 7 0 R/PageLayout/OneColumn/Pages 23 0 R/StructTreeRoot 26 0 R/Type/Catalog>> endobj 121 0 obj <>/Font<>/ProcSet[/PDF/Text]>>/Rotate 0/StructParents 0/Type/Page>> endobj 122 0 obj <> endobj 123 0 obj <> endobj 124 0 obj [/ICCBased 138 0 R] endobj 125 0 obj <> endobj 126 0 obj <>stream 0000050962 00000 n I. 145 0 obj <>stream May be cited as the ‘ ‘ Securities Exchange Act this subsection shall not apply to– Act ( codified 15. 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