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Form S-3 requires less disclosure than many other registration statements, but issuers must satisfy rigorous requirements to qualify to file a Form S-3. The issuer must have timely filed all its periodic reports . The issuer must have met all debt and dividend obligations in the prior 12 months.
When should Form 3 be filed?
(a) This Form must be filed within 10 days after the event by which the person becomes a reporting person (i.e., officer, director, ten percent holder or other person).
What triggers a Form 3 filing?
When a person becomes an insider (for example, when they are hired as an officer or director), they must file a Form 3 to initially disclose his or her ownership of the companys securities. Form 3 must be filed within 10 days after the person becomes an insider.
Is an S3 filing good or bad?
``The filing of a shelf registration statement is often met with derision, and considered a bad omen that shareholder dilution is around the corner Filing of an S-3 shelf registration signals to the market that a financing is forthcoming, thus creating an overhang on the stock, depressing its performance.
How to file SEC Form 3?
(a) A reporting person must file this Form in electronic format via the Commissions Electronic Data Gathering Analysis and Retrieval System (EDGAR) in ance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a filing person that has obtained a hardship exception under Regulation S-T Rule
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Both the F-1 and F-3 forms are used by foreign private issuers. The F-1 is typically used for comprehensive securities that require the filer to disclose significant information about its operations and financial health. It asks for more detailed information than the F-3 and generally takes more time to complete.
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