Rule · SEC · 28 Dec 2016 · 2016-31286
The Securities and Exchange Commission issued a final rule providing technical corrections to Rule 12g-1 under the Securities Exchange Act of 1934. This amendment precisely reflects the holder of record threshold established by Exchange Act Section 12(g)(1) as modified by the JOBS Act and FAST Act. The corrected rule clarifies that an exemption from registration applies if equity securities were held of record by fewer than 2,000 persons, with fewer than 500 being non-accredited investors.
1 17 CFR 240.12g–1.
2 15 U.S.C. 78a et seq.
SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 240 [Release No. 33–10075A; 34–77757A; File No. S7–12–14] RIN 3235–AL40 Changes to Exchange Act Registration Requirements To Implement Title V and Title VI of the JOBS Act; Correction AGENCY: Securities and Exchange Commission. ACTION: Final rule; technical correction. SUMMARY: This document makes technical corrections to a rule that was published in the Federal Register on May 10, 2016 (81 FR 28689). The Commission adopted revisions to Rule 12g–1 under the Securities Exchange Act of 1934 (‘‘Exchange Act’’) in light of the statutory changes made by Title V and Title VI of the Jumpstart Our Business Startups Act and Title LXXXV of the Fixing America’s Surface Transportation Act. This document is being published to correct language in that rule to more precisely reflect the holder of record threshold established by Exchange Act Section 12(g)(1). DATES: Effective December 28, 2016. FOR FURTHER INFORMATION CONTACT:
Steven G. Hearne, Senior Special Counsel, at (202) 551–3430, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549. SUPPLEMENTARY INFORMATION: We are making technical corrections to Rule 12g–1 1 under the Exchange Act.2 List of Subjects in 17 CFR Part 240 Reporting and recordkeeping requirements, Securities. Text of the Amendments For the reasons set out above, title 17,
chapter II of the Code of Federal
Regulations is amended as follows:
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
(b)(1) The class of equity securities was held of record by fewer than 2,000 persons and fewer than 500 of those persons were not accredited investors (as such term is defined in § 230.501(a) of this chapter, determined as of such day rather than at the time of the sale of the securities); or
Dated: December 21, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016–31286 Filed 12–27–16; 8:45 am] BILLING CODE 8011–01–P
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“This document makes technical corrections to a rule that was published in the Federal Register on May 10, 2016 (81 FR 28689).”
This document amends: Changes to Exchange Act Registration Requirements To Implement Title V and Title VI of the JOBS Act
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