Subject 16 file

The exemptions provided by the other rules under Section 16 should be available to the same extent as for any other transaction subject to Section The person no longer agrees to act together with the other group members for the purpose of acquiring, holding, voting or disposing of equity securities of the issuer.

Does Rule 16a-2 c require the person to report his or her transactions in issuer equity securities that occur after the person ceases to act as a member of the group? Group membership is construed the same way for purposes of Section 16 a and Rule 16a-2 c as for purposes of Section 13 d.

Group membership terminates when the person no longer agrees to act together with the other group members for the purpose of acquiring, holding, voting or disposing of equity securities of the issuer.

Question: If a foreign issuer with securities registered under Exchange Act Section 12 loses foreign private issuer status as described in Question Question: A foreign issuer that is not a foreign private issuer files its initial registration statement to register equity securities under Exchange Act Section Would Rule 16a-2 a apply to make transactions by its officers and directors within six months before the effectiveness of the registration statement subject to Section 16 and reportable on Form 4?

Question: If a company otherwise maintains a dividend reinvestment plan that satisfies the exemptive conditions of Rule 16a, are automatic dividend reinvestments under a non-qualified deferred compensation plan also eligible for the Rule 16a exemption, so that those reinvestment transactions would not be required to be reported, thus reducing the number of Forms 4 due?

Answer: Non-qualified deferred compensation plans are not Excess Benefit Plans, as defined by Rule 16b-3 b 2 under the Exchange Act, in which transactions are exempted by Rule 16b-3 c. See interpretive letter to American Bar Association Feb. Under Rule 16a-3 g 1 , as amended in Release No. However, if a company maintains a dividend reinvestment plan that satisfies the exemptive conditions of Rule 16a, automatic dividend reinvestments under a non-qualified deferred compensation plan are also eligible for the Rule 16a exemption.

See interpretive letter to American Home Products Dec. Question: For purposes of satisfying the affirmative defense conditions of Rule 10b c , an insider adopts a written plan for the purchase or sale of issuer equity securities.

In the plan, which was drafted by a broker-dealer, the broker-dealer specified the dates on which plan transactions will be executed. Can the insider rely on Rule 16a-3 g 2 to compute the Form 4 due date for plan transactions based on a deemed execution date?

By adopting a written plan that specifies the dates on which plan transactions will be executed, the insider will have selected the date of execution for plan transactions.

Consequently, the insider will not be able to rely on Rule 16a-3 g 2 to compute the Form 4 due date for plan transactions based on a deemed execution date. Question: Where a new beneficial owner joins an existing set of beneficial owners who file as a group, does the new beneficial owner have to file a new Form 3, even if the new owner is not adding any new securities to the group holdings? Under Rule 16a-3 j , the new beneficial owner must file a new Form 3 even if the new owner is not adding any new securities to the group holdings.

Question: In order to reduce the number of Forms 4 due annually, an insider makes the following choices: In connection with the annual year-end election to defer some of the following year's salary into a non-qualified deferred compensation plan, the insider elects to have payroll deductions invested in the plan's interest-only account. The insider also elects for the deferred salary so invested to be "swept" on a quarterly basis into the plan's stock fund account.

How should these "sweep" transactions be reported? Answer: Each "sweep" transaction would be reportable separately on Form 4. If the "sweep" election satisfies the Rule 16b-3 f exemptive conditions for Discretionary Transactions as defined in Rule 16b-3 b 1 , the "sweep" transactions would be reported using Code I. Further, if the reporting person does not select the date of execution for a "sweep" that is a Discretionary Transaction, Rules 16a-3 g 3 and 4 would apply to determine the deemed execution date.

Question: Does Rule 16a-9 a exempt a stock dividend payable where there is only one shareholder of the class on which the dividend is paid? This position reflects the staff's concern that such a transaction would represent a manipulative use of the rule for the purpose of benefiting one shareholder.

For purposes of this interpretation, a single group required to file a Schedule 13D is treated the same way as a single shareholder. Question: Does Rule 16a-9 b exempt from Section 16 the pro rata acquisition of rights by a shareholder who is a stand-by purchaser? Answer: Rule 16a-9 b exempts from Section 16 the acquisition of rights, such as shareholder or preemptive rights, pursuant to a pro rata grant to all holders of the same class of equity securities registered under Section Where the distribution of rights is pro rata, the acquisition of rights so distributed is exempt, including a pro rata acquisition by a shareholder who is a stand-by purchaser.

However, such stand-by purchaser's acquisition of underlying shares pursuant to the exercise of rights not exercised by other shareholders is not exempted by Rule 16a-9 b because such acquisition is the result of an independently negotiated contract with the issuer that is not available to all shareholders on a pro rata basis.

Question: A company will effect a 1-for-4 reverse stock split for all of its outstanding common stock. Rather than issue fractional shares, the company will pay cash for the value of the fractional shares. Is this transaction exempt from Section 16? Rule 16a-9 a exempts from Section 16 "the increase or decrease in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, including a stock dividend in which equity securities of a different issuer are distributed.

Question: Rule 16a exempts from Sections 16 a and 16 b of the Exchange Act the acquisition of securities by insiders through the reinvestment of dividends pursuant to dividend reinvestment plans that satisfy the conditions of the rule.

Is the disposition of such securities also exempted by Rule 16a? Dispositions of securities acquired by insiders through the reinvestment of dividends pursuant to dividend reinvestment plans that satisfy the conditions of the rule is not exempted by Rule 16a Further, Rule 16a does not exempt from the liability provisions of Section 16 b the acquisition of additional securities through voluntary additional investments permitted by such plans.

Question: When a dividend reinvestment plan meeting the requirements of Rule 16a is terminated and the stock held by the plan is distributed to participants, does the distribution of the shares of stock to persons covered by Section 16 need to be reported? In this situation there is no effective change in beneficial ownership, and therefore, pursuant to Rule 16a, the distribution of shares to persons covered by Section 16 need not be reported as an acquisition of securities, assuming that those shares previously had been reported as indirectly beneficially owned.

Question: Does Rule 16b-3 exempt issuer equity securities transactions between the issuer and persons who are subject to Section 16 solely because they are more than 10 percent beneficial owners? Rule 16b-3 exempts issuer equity securities transactions between the issuer including an employee benefit plan sponsored by the issuer and an officer or director of the issuer. The rule, however, does not exempt similar transactions by persons who are subject to Section 16 solely because they are more than 10 percent beneficial owners.

Rule 16b-3 is available to a more than 10 percent beneficial owner who is also subject to Section 16 by virtue of being an officer or director of the issuer see Release No May 31, at n. Perseus, L. Question: Does Rule 16b-3 exempt a transaction between the issuer and 1 an officer's charitable remainder trust, or 2 an investment advisor of which a director is a principal? Rule 16b-3 will not exempt a transaction between the issuer and 1 an officer's charitable remainder trust, or 2 an investment advisor of which a director is a principal.

However, in its interpretive letter to American Bar Association Feb. Question: For purposes of determining whether a plan is a "Stock Purchase Plan," as defined by Rule 16b-3 b 5 , how are satisfaction of the coverage and participation requirements of Internal Revenue Code Section measured?

Answer: Satisfaction of the coverage and participation requirements of Internal Revenue Code Section are measured by reference to employees eligible to participate, rather than employees actually participating. Question: Does the definition of a "Stock Purchase Plan" in Rule 16b-3 b 5 , which includes employee benefit plans that satisfy the coverage and participation requirements of Sections b 3 and b 5 of the Internal Revenue Code, contemplate that such plans are broad-based?

While Rule 16b-3 b 5 does not specifically indicate that such plans must also meet the broad-based plan requirements in Section b 4 of the Internal Revenue Code because these requirements may be more restrictive than was intended for purposes of Rule 16b-3 b 5 , Rule 16b-3 b 5 contemplates that Stock Purchase Plans are broad-based.

See footnote 50 to Release No. Accordingly, a director-only or senior-executive only plan would not be a Stock Purchase Plan within the meaning of Rule 16b-3 b 5 or Rule 16b-3 c. Question: A Stock Purchase Plan, as defined in Rule 16b-3 b 5 , includes a dividend reinvestment feature.

Would dividend acquisitions pursuant to this plan be exempted by Rule 16b-3 c? Dividend acquisitions pursuant to the Stock Purchase Plan are exempted by Rule 16b-3 c , because any acquisition pursuant to a Stock Purchase Plan is exempted by Rule 16b-3 c. A stand-alone top hat plan that qualifies for an exemption under Section 2 of ERISA would not be an Excess Benefit Plan eligible for exemption under Rule 16b-3 c , because such plan would not be operated in conjunction with a Qualified Plan, as defined in Rule 16b-3 b 4.

Accordingly, satisfaction of the Non-Employee Director standards cannot be presumed based on satisfaction of the Section m "outside director" standards. Answer: The relevant date for determining Non-Employee Director status is the date such director proposes to act as a Non-Employee Director. This would be the date on which approval is obtained, even where an award is not deemed to occur until a later date, for example, upon the satisfaction of conditions other than the passage of time and continued employment that are not tied to the market price of an equity security of the issuer.

Bioject Medical Technologies Inc. Question: Rule 16b-3 b 3 i A disqualifies for service as a Non-Employee Director any director who currently is an officer of or otherwise currently employed by the issuer, its parent or subsidiary. How is the term "subsidiary" defined for the purposes of this rule? Answered Where can i find all of subject 16 glymphs?

Answered Subject 16 Voice Script? Answered How do I solve subject 16 compare puzzle 10 pictures? Answered Glyph 12 please? Ask A Question.

Keep me logged in on this device. Forgot your username or password? Where can i find all of subject 16 glymphs? Subject 16 Voice Script? Turn on Eagle Vision and you will see the Rift. Then simply climb up the wall to the left to reach the Rift.

It is also located right in front of the Pantheon Tunnel Entrance. Ring Puzzle 1 Solution: Ring 2: rotate right 2 times Ring 3: rotate left 3 times Ring 1: rotate left 4 times Ring 4: rotate left 4 times. Ring Puzzle 2 Solution: Ring 4: rotate left 2 times Ring 1: rotate right 5 times Ring 3: rotate left 4 times Ring 2: rotate right 5 times.

Ring Puzzle 3 Solution: Ring 4: rotate right 1 time Ring 3: rotate right 5 times Ring 2: rotate right 4 times Ring 1: rotate right 3 times. Quarantine Puzzle Solution: The last part of this puzzle is to find the 2 red targets near the bottom right and upper-middle left fast enough to lift the quarantine.

If facing the west building from the tunnel entrance, it will be on the right side near the top of the building. The building can be found directly to the West of the Pantheon.

Then in the picture highlight and click over the Abstergo flag on the rooftop to the right. Cipher Puzzle Solution: The second puzzle requires that you enter a certain passcode along with the correct coordinates. You will need to continue watching this video to find out where to enter them. The key is and the passcode is From an early age, Clay showed signs of desiring more for himself; at one point saying to his father that he wanted to become an astronaut.

At some point prior to , Clay succeeded in gaining entrance to a college on an engineering degree, though his father was disappointed that it was not at one of the top-tier institutions. Dejected, Clay secretly began to visit a psychiatrist to discuss his feelings. Around this time, Clay was approached by William Miles , a member of the Assassin Order, and was offered an induction into the Brotherhood, which he passed, without the knowledge of his father.

Following this, Clay's psychiatrist noticed a marked improvement in his attitude, behavior and outlook, though he was oblivious as to the reasons why. From that point on, Clay maintained limited contact with his father—whose business was suffering due to the economic downturn in early [5] —occasionally sending checks to help support the family.

His father's over-dependency soon drove both Clay and his mother away, leaving Harold on his own. In , William gave Clay the task of infiltrating the Templar front organization, Abstergo Industries. His job was to access the personal computer of Alan Rikkin , the company's CEO, and uncover details surrounding the secretive "Animus project". Succeeding in his efforts, Clay returned to the Assassins with a copy of an e-mail revealing the amount of funding being invested in the project, as well as the identity of the project lead, Dr.

Warren Vidic , and the location of his new facility in Italy. Spurred on by this success, the Assassins decided to plant Clay deeper into Abstergo, this time as a test subject of Dr. Vidic's program. He was informed that a member of his team was a mole who was already deep inside Abstergo, one who had been raised outside of the Order, and who had all ties with them cut: Lucy Stillman.

Assured that when the time came, she would aid in his escape, Clay agreed to the plan. Held within the Abstergo laboratory by Dr. Vidic, Clay was forced to relive the memories of his ancestors, particularly Ezio Auditore da Firenze , for dangerously long periods at a time. Throughout this, Vidic kept the true purpose of their genetic explorations a secret, though Clay soon realized that their efforts were focused on locating a mythical " Apple of Eden ".

When Clay inquired about this, Vidic threateningly responded that he could not reasonably expect to be released if he knew what they truly sought. Later, William was able to contact Clay and told him to focus on his task; that when the time came, Lucy would rescue him, as they were a team.

Eventually, Clay discovered the true purpose of the Animus project and decided that it was time for him to escape. During one of these experiences, Clay found himself conversing with a figure calling herself Juno , who offered a shocking revelation about the true allegiances of his supposed ally, Lucy, as well as his own destiny.

Clay reacted angrily when he was informed that his death was nigh and that his purpose from then on was to deliver a message to his eventual successor, Desmond Miles. In order to convince him of the necessity, Juno revealed that the years of loneliness and abandonment visited upon Lucy by the Assassin Order, so that she might better infiltrate the Templars, had in actuality turned her against them; her mission being to aid the Assassins in the discovery of the Apple , before returning it to the Templars.

This betrayal shocked Clay, and brought him to the realization of his place in future events. After a while, Lucy discovered that Clay knew the truth about her true intentions and attempted to explain her actions, saying that William and the rest of the Order cared little for the lives that they destroyed in the pursuit of their goals, whereas the Templars did.

Knowing she could not sway him, Lucy stated that she would keep the promise she had made to protect Clay, hiding the evidence of his new-found knowledge from Vidic, but that she could no longer afford to let him leave. Faced with no other option, Clay realized that there was only one way to get his message to Desmond.

For weeks, Clay planned his suicide down to the most minute detail, biding his time and preparing his message, all the while enduring the repeated attempts by Vidic to uncover the location of the Apple of Eden. Eventually, Clay managed to create an artificial construct of himself inside the Animus, through hacking the machine during the night, and split it into thirty pieces—hidden within twenty glyphs [10] and ten rifts [11] —to be united by his successor, [12] as well as sending one final e-mail to his father.

The next day, Clay killed himself by slitting his wrists with a ball-point pen [ citation needed ] and draining his blood out of his body, in order to paint several cryptic messages in the rooms where he was being kept, hoping to ensure his successor recovered the message that he had died to pass on.