r equity security of the issuer of such unlisted rity is so listed or registered and such beneficial er is a director or officer of such issuer or dily or indirectly the beneficial owner of more n 10 percent of any such listed or registered urity.

d) Any reference in this rule to a security regered pursuant to section 12 (g) of the Act shall lude, and any reference to a security not so regered shall exclude, any security as to which a gistration statement pursuant to such section is the time required to be effective.

(Amended, paras. (a), (b), (c) and added para. (d), f. Jan. 5, 1965, Release 34-7491.)

ule 12f-5. Repealed September 1, 1964, Release 34-7408

Rule 12f-6. Continuance of Unlisted Trading Privileges on Merged Exchanges

(a) Subject to section 12(f), as amended, and the rules and regulations thereunder, a national securities exchange which has absorbed another exchange may, without further order of the Commission, continue unlisted trading privileges (1) in any security which was admitted to such privileges on the absorbed exchange pursuant to Clause (1) of section 12(f), and (2) in any security which was admitted to such privileges on the absorbed exchange pursuant to Clause (2) or (3) of section 12(f) if the vicinity of the surviving exchange includes the vicinity of the absorbed exchange.

(b) For the purpose of this rule the vicinity of the surviving exchange shall include the vicinity of an absorbed exchange if the vicinities of the absorbed and surviving exchanges are located within a single geographic division or adjoining geographic divisions of the United States as classified by the U.S. Bureau of the Census. Rule 12f-7. Temporary Exemption From Rule 12f-1 Application Requirements

Any security admitted to unlisted trading privileges on any national securities exchange between July 1, and August 20, 1964, pursuant to the provisions of section 12(f) of the Act as in effect prior to the amendment effective July 1, 1964, shall be exempt from the operation of section 12(a) of the Act until September 21, 1964: Provided, however, That such exemption shall continue until action is taken by the Commission on a new application for unlisted trading privileges for such security

if such application is filed by the exchange with the Commission on or before September 21, 1964, pursuant to the provisions of section 12(f) (1) (B) of the Act, as amended.

(Adopted Aug. 21, eff. Aug. 20, 1964, Release 34-7397.) Rule 12g-1. Extensions of Time for Filing Registration Statements Pursuant to Section 12(g) and Temporary Exemptions From Section 14

Except as the Commission may otherwise provide upon application of an interested person, after notice and opportunity for hearing:

(a) For issuers which otherwise would be required to file a registration statement pursuant to section 12(g) at an earlier date, the time within which such registration statement must be filed is extended to April 30, 1965: Provided. That such extension of time shall be inapplicable to issuers which are, at the time such registration statement otherwise would be due, required to file reports with the Commission under section 13 or 15 (d) of the Act and the rules and regulations adopted thereunder.

(b) No person who solicits proxies with respect to a class of security registered pursuant to section 12(g) of the Act shall be required to comply with the provisions of section 14 of the Act, or the rules and regulations adopted thereunder, prior to the expiration of 2 months after the last date on which the registration statement is due, or December 31, 1965, whichever is earlier: Provided, That the provisions of this paragraph (b) shall not apply to the solicitation of proxies from security holders of a holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary company thereof.

(Adopted, eff. Sept. 15, 1964, Release 34-7429.)

Rule 12g-2. Securities Deemed to be Registered Pursuant to Section 12(g)(1) upon Termination of Exemption Pursuant to Section 12(g) (2)(A) or (B)

Any class of securities which would have been required to be registered pursuant to section 12 (g) (1) of the Act except for the fact that it was exempt from such registration by section 12(g) (2) (A) because it was listed and registered on a national securities exchange, or by section 12(g) (2) (B) because it was issued by an investment company registered pursuant to section 8 of the In

vestment Company Act of 1940, shall upon the termination of the listing and registration of such class or the termination of the registration of such company, and without the filing of an additional registration statement, be deemed to be registered pursuant to said section 12(g) (1) if at the time of such termination securities of the class are held of record by 300 or more persons.

(Adopted April 17, eff. April 17, 1969, Release 34–8573.)

Rule 12g3-1. Temporary Exemption of Foreign Securities From Section 12(g) of the Act Securities issued by (i) any foreign government or political subdivision thereof, (ii) any national of any foreign country, (iii) any corporation organized under the laws of any foreign country, and (iv) certificates of deposit, receipts or other evidences of interest relating to any of the foregoing securities, shall be exempt from section 12(g) of the Act until November 30, 1966.

(Adopted, eff. Sept. 15, 1964, Release 34-7427; amended eff. Apr. 21, 1966, Release 34-7867.) Rule 12g3-2. Exemptions for American Depositary Receipts and Certain Foreign Securities

(a) (1) Securities of any class issued by any foreign issuer shall be exempt from section 12(g) of the Act if the class has fewer than 300 holders resident in the United States. This exemption shall continue until the next fiscal year end at which the issuer has a class of equity securities held by 300 or more persons resident in the United States. For the purpose of determining whether a security is exempt pursuant to this paragraph, securities held of record by persons resident in the United States shall be determined as provided in Rule 12g5-1 except that securities held of record by a broker, dealer or bank or nominee for any of them in the United States for the accounts of customers resident in the United States shall be counted as held in the United States by the number of separate accounts for which the securities are held. The issuer may rely in good faith on information as to the number of such separate accounts supplied by all owners of the class of its securities which are brokers, dealers or banks in the United States or a nominee for any of them.

(2) Registration of any class of security by a foreign issuer pursuant to section 12(g) of the Act shall be terminated 90 days, or such shorter period

as the Commission may determine, after the issuer files a certification with the Commission that the number of holders resident in the United States of such class of security is reduced to less than 300 persons. The Commission shall after notice and opportunity for hearing deny termination of registration if it finds that there are 300 or more holders resident in the United States. Termination of registration shall be deferred pending final determination on the question of denial.

(b) (1) Securities of any foreign private issuer shall be exempt from section 12(g) of the Act if the issuer, or a government official or agency of the country of the issuer's domicile or in which it is incorporated or organized,—

(A) shall furnish to the Commission whatever information in each of the following categories the issuer during its last fiscal year (i) has made public pursuant to the law of the country of its domicile or in which it is incorporated or organized, (ii) has filed with a stock exchange on which its securities are traded and which was made public by such exchange, or (iii) has distributed to its security holders;

(B) shall furnish to the Commission a list identifying the information referred to in subparagraph (A) above and stating when and by whom it is required to be made public, filed with any such exchange or distributed to security holders;

(C) shall furnish to the Commission, during each subsequent fiscal year, whatever information is made public as described in (i), (ii) or (iii) of subparagraph (A) above promptly after such information is made public as described therein; and

(D) shall, promptly after the end of any fiscal year in which any changes shall occur in the kind of information required to be published as referred to in the list furnished pursuant to subparagraph (B) above or any subsequent list, furnish to the Commission a revised list reflecting such changes.

2. The information required to be furnished pursuant to subparagraphs (A) and (B) of paragraph (b) (1) above shall be so furnished on or before the date on which a registration statement under section 12(g) of the Act would otherwise be required to be filed. Any company furnishing information pursuant to subparagraph (A) of paragraph (b)(1) shall notify the Commission that it is furnished pursuant to that paragraph.

3. The information required to be furnished purant to subparagraphs (A) and (C) of pararaph (b) (1) above is that about which investors ught reasonably to be informed with respect to he issuer and its subsidiaries concerning: the fiancial condition or results of operations; changes n business; acquisitions or dispositions of assets; ssuance, redemption or acquisitions of their securities; changes in management or control; the granting of options or the payment of other remuneration to directors or officers; transactions with directors, officers or principal security holders; and any other information about which investors ought reasonably to be informed.

4. Only one complete copy of any information or document need be furnished pursuant to paragraph (b)(1). If the issuer has prepared or caused to be prepared an English translation or substantially equivalent English version of any information or document which would otherwise be furnished, such translation or version shall be furnished and the information or document in the original language need not be furnished. Such information and documents need not be under cover of any prescribed form and shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of section 18 of the Act.

5. The furnishing of any information or document pursuant to paragraph (b) of this rule shall not constitute an admission for any purpose that the issuer is subject to the Act.

(c) American Depositary Receipts for the securities of any foreign issuer shall be exempt from section 12(g) of the Act.

(d) Securities of any foreign private issuer, other than a North American or Cuban issuer, which has any class of securities registered on a national securities exchange pursuant to section 12(b) of the Act or any foreign private issuer which is required to file reports pursuant to section 15(d) of the Act shall be exempt from section 12(g) of the Act.

(e) The exemptions provided by paragraphs (b) and (d) of this rule shall not be available for any class of securities if at the end of the last fiscal year of the issuer (i) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States and (ii) the business of such

issuer is administered principally in the United States or 50 percent or more of the members of its Board of Directors are residents of the United States. For the purpose of this paragraph the term "resident," as applied to security holders, shall mean any person whose address appears on the records of the issuer, the voting trustee or the depositary as being located in the United States.

(f) The exemption provided by paragraph (b) of this rule shall not be available for securities of any foreign issuer which, on or after May 31, 1967, and within 1 year prior to the date as of which registration of such securities under section 12(g) of the Act is required, has had the same or any other class of securities registered pursuant to section 12 of the Act; nor shall such exemption be available for securities the registration of which under section 12(g) of the Act is required as a result of the termination of an exemption under paragraph (d) of this rule.

(Adopted, Apr. 28, 1967, Release 34-8066, eff. May 31, 1967.)

Rule 12g5-1. Definition of Securities "Held of Record"

(a) For the purpose of determining whether an issuer is subject to the provisions of sections 12(g) and 15(d) of the Act, securities shall be deemed to be "held of record" by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the issuer, subject to the following:

(1) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(2) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

(3) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one person.

(4) Securities held by two or more persons as co-owners shall be included as held by one person. (5) Each outstanding unregistered or bearer

certificate shall be included as held of record by a separate person, except to the extent that the issuer can establish that, if such securities were registered they would be held of record, under the provisions of this rule, by a lesser number of persons.

(6) Securities registered in substantially similar names where the issuer has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.

(b) Not withstanding paragraph (a):

(1) Securities held, to the knowledge of the issuer, subect to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities: Provided however, That the issuer may rely in good faith on such information as is received in response to its request from a nonaffiliated issuer of the certificates or evidences of interest.

(2) Whole or fractional securities issued by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution for the sole purpose of qualifying a borrower for membership in the issuer, and which are to be redeemed or repurchased by the issuer when the borower's loan is terminated, shall not be included as held of record by any person.

(3) If the issuer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of section 12(g) or 15 (d) of the Act, the beneficial owners of such securities shall be deemed to be the record owners thereof.

(Adopted, eff. Jan. 5, 1965, Release 34-7492.)

Rule 12g5-2. Definition of "Total Assets"

For the purpose of section 12(g) (1) of the Act, the term "total assets" shall mean the total assets as shown on the issuer's balance sheet or the balance sheet of the issuer and its subsidiaries consolidated, whichever is larger, as required to be filed on the form prescribed for registration under this section and prepared in accordance with the pertinent provisions of Regulation S-X. Where the security is a certificate of deposit, voting trust certificate, or certificate or other evidence of interest in a similar trust or agreement, the "total assets" of the issuer of the security held under the trust or agreement

shall be deemed to be the "total assets" of the is suer of such certificate or evidence of interest. (Adopted, eff. Jan. 5, 1965, Release 34-7492.) Rule 12h-1. A Temporary Exemption for Insurance Companies From Compliance With the Provisions of Clause (ii) of Section 12(g) (2)(G)

(a) An insurance company which meets the conditions specified in Clause (i) of section 12(g) (2) (G) of the Act shall be exempt from registration under the provisions of section 12(g) thereof during the calendar year 1965 notwithstanding the fact that the conditions specified in Clause (ii) of section 12(g) (2) (G) are not met during such period.

(6) Every insurance company exempted under paragraph (a) of this rule and meeting the requirements of section 12(g) (1) as of the last day of a fiscal year ended on or after December 31, 1965, shall file a registration statement within 120 days after such fiscal year end unless all conditions of Clauses (i) and (ii) and, after July 1, 1966, Clause (iii) of section 12(g) (2) (G) of the Act are met, or the securities of such company are otherwise exempt from registration under section 12 (g) (1). (Adopted, eff. Mar. 26, 1965, Release 34–7562.)

Rule 12h-2. Exemptions From Registration Under Section 12(g) of the Act

Issuers shall be exempt from the provisions of section 12(g) of the Act with respect to the following securities:

(a) Any interest or participation in an employee stock bonus, stock purchase, profit sharing, pension, retirement, incentive, thrift, savings or similar plan which is not transferable by the holder except in the event of death or mental incompetency, or any security issued solely to fund such plans;

(b) Any interest or participation in any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of monies contributed thereto by the bank in its capacity as a trustee, executor, administrator, or guardian; and

(c) Any class of equity security which would not be outstanding 60 days after a registration statement would be required to be filed with respect thereto.

(Adopted, eff. Apr. 23, 1965, Release 34-7581.)

tule 12h-3. Exemption From Section 16(b) of Transactions Prior to Registration Under = Section 12(g)

Any acquisition or disposition of any equity security by a director or officer of the issuer of such security within 6 months prior to the first effective registration of a class of equity security of such issuer pursuant to section 12(g) shall not be subject to the operation of section 16(b) of the

Act by virtue of such registration. The exemption provided by this rule shall apply to transactions occuring before or after the effective date of this rule. This rule shall not apply to any officer or director of an issuer which first files a registration statement pursuant to section 12(g) of the Act after October 31, 1967.

(Adopted, eff. May 10, 1965, Release 34-7598.)