(b) Notwithstanding the provisions of rule X-12D3-5 (a), form 2-J may be filed by the reorganization managers, if any, or other person entrusted with the duty of consummating the plan of reorganization.

(c) Notwithstanding the provisions of rule X-12D3–6 (d), registration of an unissued security for "when issued" dealing pursuant to paragraphs (a) and (b) hereof shall expire at the close of business on the one hundred and twentieth day after the effective date of such registration or at the close of business on the fifteenth full business day after the date when such unissued security is made available for delivery, whichever date is earlier, unless the Commission shall order an extension of the effective period of such registration.

UNLISTED TRADING

Rule X-12F-1. Applications for Permission to Continue or Extend Unlisted Trading Privileges.

(a) An application may be made to the Commission by any national securities exchange for the continuance or extension of unlisted trading privileges in any security, pursuant to section 12 (f). Such application shall be filed in triplicate, shall be in the form prescribed for registration statements by rule X-2 and shall set forth

(1) Title of security.

(2) Name of issuer.

(3) Amount of such security issued and outstanding (number of shares of stock or principal amount of bonds), stating the source of such information.

(4) Information as to the public distribution of such security in the vicinity of such exchange, and the geographical area which is deemed to constitute such vicinity, stating the source of such information.

(5) Information as to the volume of public trading in such security in the vicinity of such exchange during the twelve calendar months immediately preceding the date of such application, stating the source of such information.

(6) Name of each exchange on which such security is (¿) listed and registered or (ii) listed as a security exempted from the operation of section 12 (a) or (iii) admitted to unlisted trading privileges; and, if such information is available, name of each foreign exchange on which such security is traded.

(7) Information as to the monthly price range of such security for each of the twelve calendar months immediately preceding the date of such application, stating the source of such information. If such security is listed or admitted to unlisted trading privileges on

any other national securities exchange or exchanges, the monthly price range on each of such other exchanges shall be given.

(8) If such application is filed pursuant to section 12 (f) (3), a list of the registration statements and periodic reports and other data filed pursuant to the rules and regulations prescribed by the Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933 (giving the title of each security in respect of which such registration statements, periodic reports, and other data have been filed), supporting the contention that there is available in respect of the security which is the subject of the application, information substantially equivalent to that available in respect of a security duly listed and registered on a national securities exchange.

(9) Any other information which is deemed pertinent to the question of whether the continuation or extension of unlisted trading privileges in such security is necessary or appropriate in the public interest or for the protection of investors.

(b) Within 5 days after such application has been filed with the Commission, a copy thereof shall be furnished by the applicant to the issuer of such security and to every other national securities exchange on which such security is listed or admitted to unlisted trading privileges.

Rule X-12F-2. Changes in Securities Admitted to Unlisted Trading Privileges.

(a) Any security admitted to unlisted trading privileges on a national securities exchange although changed in one or more of the following respects

(1) Title of such security or the name of the issuer;

(2) The maturity, interest rate, and/or outstanding aggregate principal amount of an issue of bonds, debentures or notes;

(3) The par value, dividend rate, number of shares authorized and/or the outstanding number of shares of a stock; shall, nevertheless, be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange. Such exchange shall notify the Commission in writing of any such change promptly after learning thereof.

(b) Any security admitted to unlisted trading privileges on a national securities exchange in respect of which there is effected any change other than those specified in paragraph (a) of this rule, shall, nevertheless, be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange, provided the Commission shall have determined, upon application by such exchange, that

the security after such change is substantially equivalent to the security theretofore admitted to unlisted trading privileges.

Such application shall be filed in triplicate, shall be in the form prescribed for registration statements by rule X-2 and shall contain the following information:

(1) Title of security.

(2) Name of issuer.

(3) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter submitted to security holders relating to each such change.

Rule X-12F-3. Termination or Suspension of Unlisted Trading Privileges.

(a) The issuer of any security for which unlisted trading privileges on any exchange have been continued or extended, or any broker or dealer who makes or creates a market for such security, or any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges may make application to the Commission for the termination or suspension of such unlisted trading privileges. Such application shall be filed in triplicate, shall be in the form prescribed for registration statements by rule X-2 and shall contain the following information: (1) Name and address of applicant.

(2) A brief statement of the applicant's interest in the question of termination or suspension of such unlisted trading privileges. (3) Title of security.

(4) Name of issuer.

(5) Amount of such security issued and outstanding (number of shares of stock or principal amount of bonds), stating source of information.

(6) Annual volume of public trading in such security (number of shares of stock or principal amount of bonds) on such exchange for each of the three calendar years immediately preceding the date of such application, and monthly volume of trading in such security for each of the twelve calendar months immediately preceding the date of such application.

(7) Price range on such exchange for each of the twelve calendar months immediately preceding the date of such application.

(8) A brief statement of the information in the applicant's pos session, and the sources thereof, with respect to (a) the extent of public distribution of such security in the vicinity of such exchange and the geographical area which is deemed to constitute such vicinity,

(b) the extent of public trading activity in such security on such exchange, and (c) the character of trading in such security on such exchange.

(9) Any other information which is deemed pertinent to the question of termination or suspension of such unlisted trading privileges. (b) Within five days after such application has been filed with the Commission, a copy thereof shall be furnished by the applicant to such issuer (if such application is not made by such issuer) and to such exchange.

(c) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly notify the Commission of any such suspension or termination, the effective date thereof, and the reasons therefor.

Rule X-12F-4. Exemption of Securities Admitted to Unlisted Trading Privileges From Sections 13, 14, and 16.

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f), the issuer of which has no security registered as a listed security on such exchange, shall be exempt from the operation of section 13 with respect to the filing of information, documents, and reports by the issuer thereof with such exchange, and, unless the issuer also has a security registered as a listed security on any other national securities exchange, with respect to such filing with the Commission.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) shall be exempt from the operation of section 14 unless such security is also registered as a listed security on any other national securities exchange.

(c) (1) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has no equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16.

(2) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has an equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16 insofar as the provisions of that section would otherwise apply to any person who is directly or indirectly the beneficial owner of more than 10 percent of

such unlisted security: Provided, That such person is neither a director or officer of the issuer thereof nor directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of such issuer which is registered as a listed security. Rule X-12F-5. Differentiation on Ticker Between Transactions in Listed and Unlisted Securities.

Every national securities exchange and every person directly or indirectly controlled by such exchange, in the publication or making available for publication by ticker of quotations or transactions in securities made or effected upon such exchange, shall differentiate between quotations or transactions in listed securities and quotations or transactions in securities for which unlisted trading privileges on such exchange have been continued or extended, by either adding the letter "L" to the report of each quotation or transaction in such listed securities, or by adding the letter "U" to the report of each quotation or transaction in such securities for which unlisted trading privileges have been continued or extended on such exchange. Rule X-12F-6. Continuance of Unlisted Trading Privileges on Merged Exchanges.

A national securities exchange which has absorbed another exchange in the same metropolitan area may, without further order of the Commission, continue unlisted trading privileges, subject to section 12 (f), as amended, and the rules and regulations thereunder, in any security which was admitted to such privileges on such other exchange at the time of such absorption.

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