1 by the association on behalf of the broker er. Within 20 days after the service of an tion on it, the association may file a statef its position and such other material as it appropriate. The applicant may respond material within 10 days. Where it deems it appropriate to do so, mmission may grant or deny an application basis of the papers filed by the parties, t oral hearing. Any objection to such proor request for oral hearing or argument be submitted promptly and, if the Comn invites public comment on the application, such time as may be specified in the notice g such comment. The Rules of Practice shall apply to progs under this rule to the extent that they are consistent with this rule. Attention is diparticularly to §§ 201.13 and 201.15 of this r, Rules XIII and XV of the Rules of Pracelating to form of papers and number of to be filed. 15ag-1. Application Pursuant to Section SA (g) of the Act for Review of Discipliary Action or Denial of Membership by egistered Securities Association. Proceedings on an application under sec5A (g) of the Act to review disciplinary taken by a registered securities association e action of such an association in denying sion to any broker or dealer seeking memberherein shall be governed by this rule. If ction complained of was based on the prois of section 15A (b) (4) of the Act or on effective rule of such association adopted - such rule or under section 15A (b) (3) - Act, application for relief should ordinarily ed under Rule 15ab-1 and not under this n, and any such application filed under this n will be dismissed summarily unless it y alleges, with supporting detail, that the ic grounds on which the association's action ased did not exist in fact or were not valid r section 15A (b) (4) of the Act or under ffective rule of the association adopted under section or under section 15A (b) (3) of the An application pursuant to section 15A of the Act for review of action taken by a registered securities association shall be filed with the Commission in triplicate within 60 days after such action has been taken. The Secretary will serve a copy of the application on the association, which shall promptly certify and file with the Commission the original, or one copy, of the record upon which the order complained of was entered, together with three copies of an index to such record. The Secretary will serve such index and any papers subsequently filed as provided in § 201.14 of this chapter. (c) The applicant may file a brief within 30 days after filing his application. The association may file its brief within 20 days after service of the applicant's brief on it. The applicant may file a reply brief within 10 days after service of the association's brief. Following the filing of the briefs, the application will be set down for oral argument before the Commission, unless oral argument is waived by the parties. (d) On its own motion, the Commission may direct that the record under review be supplemented with such additional evidence as it may deem relevant. However the association and persons who may be aggrieved by its action shall be obliged to adduce all evidence that they deem relevant in the proceedings before the association, and no such person shall be entitled to adduce additional evidence on review before the Commission unless he shows to the satisfaction of the Commission that such additional evidence is material and that there were reasonable grounds for his failure to adduce such evidence in the hearings before the association. Any request for leave to adduce additional evidence shall be filed promptly so as not to delay the disposition of the proceeding. (e) The Rules of Practice shall apply to review proceedings under section 15A (g) and (h) of the Act to the extent that they are not inconsistent with this rule. Attention is directed particularly to §§ 201.13 and 201.15 of this chapter, relating to form of papers and number of copies to be filed. Rule 15aj-1. Amendments and Supplements to Registration Statements of Securities Associations. Every association applying for registration or registered as a national securities association or as an affiliated securities association shall keep its registration statement up to date in the manner prescribed below: (a) Amendments.-Promptly after the discovery of any inaccuracy in the registration statement or in any amendment or supplement thereto the association shall file with the Commission an amendment correcting such inaccuracy. (b) Current supplements.-Promptly after any change which renders no longer accurate any information contained or incorporated in the reg. istration statement or in any amendment or sup plement thereto the association shall file with the Commission a current supplement setting forth such change, except that (1) Supplements setting forth changes in the information called for in exhibit C need not be filed until 10 days after the calendar month in which the changes occur, and (2) No current supplements need be filed with respect to changes in the information called for in exhibit B. (3) If changes in the information called for in items (1) and (2) of exhibit C are reported in any record which is published at least once a month by the association and promptly filed in triplicate with the Commission, no current supplement need be filed with respect thereto. (c) Annual supplements.-(1) Promptly after March 1 of each year, the association shall file with the Commission an annual consolidated supplement as of such date on Form X-15AJ-2. (2) Promptly after the close of each fa of the association, it shall file with the Co a supplement setting forth its balance st the close of such year and its income and statement for such year. (d) Each amendment or supplement | filed in triplicate, at least one of which signed and attested, in the same mane quired in the case of the original registrati ment, and must conform to the require Rule 0-2 and Form X-15AJ-1, except annual consolidated supplement shall be Form X-15AJ-2. All amendments and ments shall be dated and numbered in filing. One amendment or supplemen: clude any number of changes. In additi formal filing of amendments and su above described, each association shall Commission three copies of any notices circulars, loose-leaf insertions, riders, a tions, lists, or other records of changes c amendments or supplements when, as, an records are made available to member association. Rule 15a12-1. Proceeding under Secti (1) (2) of the Act. To the extent that a proceeding und 15A (7) (2) of the Act involves the e any person other than a member of 18 securities association, it shall be governet" provisions of Rule 15b-9. REPORTS OF DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOL Rule 16a-1. Reports under Section 16 (a). (a) None of the reports provided for in section 16 (a) need be made except as provided in this rule. (b) Rule for the use of Form 4.—Every person who at any time during any month has been directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is listed on a national securities exchange, or a director or an officer of the issuer of such security, shall, if there has been any change during such month in this ownership of any equity security of such issuer, whether registered or not, file with each ex change on which any equity security of the is listed and registered a statement on Form a single duplicate original thereof with th mission) indicating his ownership at the the calendar month and such change: ownership as have occurred during such a month. Such statements must be received Commission and the exchange on or bein tenth day of the month following that whe cover. (c) Rule for the use of Form 5.-L of an equity security (other than an security) which is listed subsequent to Fa 15, 1935, on a national securities exchang person who at the time such registration e is directly or indirectly the beneficial of more than 10 percent of any class of such or a director or an officer of the issuer security, shall file with each exchange on iny equity security of the issuer is listed gistered a statement on Form 5 (and a duplicate original thereof with the Com) of the amount of all equity securities of suer, whether registered or not, so beneowned by him at the time such registration effective. Such statement must be received Commission and the exchange on or before th day of the following calendar month. person files a statement pursuant to para(b) of this rule for the same calendar month ect of the same securities, he need not file an nal statement pursuant to this paragraph. Rule for the use of Form 6.-Every pero becomes directly or indirectly the benewner of more than 10 percent of any class of uity security (other than an exempted se, which is listed on a national securities ge, or becomes a director or an officer of uer of such security, shall file with each ge on which any equity security of the issuer d and registered a statement on Form 6 (and le duplicate orginal thereof with the Comn) of the amount of all equity securities of ssuer, whether registered or not, so beneowned by him immediately after becoming beneficial owner, director, or officer. Such ent must be received by the Commission and change on or before the tenth day following y on which such person became such benewner, director, or officer. Such person need e the statement required by this paragraph, r to such tenth day and during the calendar - in which he has become such beneficial director, or officer, there has been a change beneficial ownership which will require him a statement pursuant to paragraph (b) of ale with respect to the same securities. With respect to any officer, director, or cial owner of more than 10 percent of any of registered equity security, who is not nt within any of the 48 states of the United s or the District of Columbia, or is physically therefrom at the time when reports are red, reports shall, for the purpose of the provisions of this rule, be considered to have been properly made when they are placed in the mails. (f) Notwithstanding the provisions of the preceding paragraphs of this rule, any issuer which has equity securities listed on more than one national securities exchange may designate one such exchange as the only exchange with which reports pursuant to this rule need be filed. Such designation may be made by filing a written statement of designation with the Commission and with each national securities exchange on which any equity security of the issuer is listed. After the filing of such statement the securities of such issuer shall be exempted with respect to the filing of reports pursuant to this rule with any exchange other than the designated exchange. (g) Notwithstanding the provisions of the preceding paragraphs of this rule, if a person has filed a statement of his beneficial ownership on Form 4, Form 5, or Form 6, and reported all subsequent changes in his beneficial ownership with the respect to all equity securities of the same issuer, such person need not file an additional statement pursuant to paragraphs (c) or (d) of this rule. (h) For the purposes of this rule the acquisition or disposition of any transferable option, put, call, spread, or straddle shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a report reflecting the acquisition or disposition of such privilege. Nothing in this subparagraph, however, shall exempt any person from filing the reports required upon the exercise of such option, put, call, spread, or straddle. Rule 16a-2. Ownership of More Than 10 Percent of an Equity Security. In determining, for the purpose of Rule 16a-1, whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any listed equity security, such class shall be deemed to consist of the amount of such class which has been issued, regardless of whether any part of such amount is not listed or registered or is held by or for the account of the issuer; except that for the purpose of determining the percentage of ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist of the entire amount of voting trust certificates or certificates of deposit issuable in respect of the class of equity securities which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of such class has been so deposited. Rule 16a-3. Manner of Reporting Holdings and Changes in Ownership under Rule 16a-1. (a) A person filing a report pursuant to Rule 16a-1 otherwise than as the direct beneficial owner of any equity security shall specify the nature of his beneficial ownership of such security. (b) A partner who is required under Rule 16a1 to report in respect of any equity security owned by the partnership shall include in his report the entire amount of such equity security owned by the partnership. He may, if he so elects, disclose the extent of his interest in the partnership and the partnership transactions. (c) Reports filed pursuant to Rule 16a-1 may contain any relevant explanatory matter. (d) A person filing a report pursuant to Rule 16a-1 may expressly declare therein that such filing shall not be construed as an admission that the person filing such a report is, for the purpose of section 16, the beneficial owner of any equity security covered by the report. Rule 16a-4. Exemptions From Sections 16 (a) and 16 (b). (a) During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from sections 16 (a) and 16 (b): (1) Executors or administrators of the estate of a decedent; (2) Guardians or Committees for an incompetent; and (3) Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar persons duly authorized by law to administer the estate or assets of other persons. After the 12 month period following their appointment or qualification the foregoing persons shall be required to file reports with respect to the securities held by the estates which they administer under section 16 (a) and shall be liable for profits as wi realized from trading in such securities to section 16 (b) only when the estate b pa ministered is a beneficial owner of more percent of any class of equity security (ori an otherwise exempted security) which is a national securities exchange. (b) Securities reacquired by or for the of an issuer and held by it for its account exempt from sections 16 (a) and 16 (b) d time they are held by the issuer. Rule 16a-5. Exemption From Section 15: curities Purchased or Sold by Dealers. Securities purchased or sold by an odd-l Rule 16a-6. Exemption From Section 16 Rule 16a-7. Use of Investment Compar Separate reports need not be filed to comp section 30 (f) of the Investment Company 1940 and section 16 (a) of the Securities Ex Act of 1934. A single report containing formation required under section 30 (f) ef vestment Company Act of 1940 will be r ex Ru Ru pu wh me or in at th be be re tr fis re 0 h d a S d under both Acts. To comply with that f section 16 (a) requiring reports to be filed national securities exchanges, a duplicate al of the same report may be filed with such ges or with the exchange designated under 6а-1 (f). 16a-8. Ownership of Securities Held in rust. Beneficial ownership of a security for the se of section 16 (a) shall include: the ownership of securities as a trustee either the trustee or members of his imte family have a vested interest in the income pus of the trust, the ownership of a vested beneficial interest -ust, and the ownership of securities as a settlor of t in which the settlor has the power to revoke ust without obtaining the consent of all the ciaries; Except as provided in paragraph (c) hereof, cial ownership of securities solely as a settlor neficiary of a trust shall be exempt from the sions of section 16 (a) where less than twenty nt in market value of the securities having a ly ascertainable market value held by such determined as of the end of the preceding year of the trust, consists of equity securities respect to which reports would otherwise be red. Exemption is likewise accorded from on 16 (a) with respect to any obligation which otherwise be imposed solely by reason of rship as settlor or beneficiary of securities in trust, where the ownership, acquisition, or sition of such securities by the trust is made out prior approval by the settlor or beneficiNo exemption pursuant to this subsection , however, be acquired or lost solely as a result anges in the value of the trust assets during fiscal year or during any time when there is ansaction by the trust in the securities othersubject to the reporting requirements of sec16 (a). In the event that ten percent of any class of equity security (other than an exempted ity) which is registered on a national secuexchange is held in a trust, that trust and rustees thereof as such shall be deemed a perequired to file the reports specified in section 1) of the Act. (d) Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or 10 percent stockholders who are either trustees, settlors, or beneficiaries of a trust, provided that the report filed shall disclose the names of all trustees, settlors and beneficiaries who are officers, directors or 10 percent stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustee of such trust will file whatever reports might otherwise be required of such beneficiary. (e) As used in this rule the "immediate family" of a trustee means: (1) a son or daughter of the trustee, or a descendent of either, (2) a stepson or stepdaughter of the trustee; (3) the father or mother of the trustee, or an ancestor of either, (4) a stepfather or stepmother of the trustee, (5) a spouse of the trustee. For the purpose of determining whether any of the foregoing relations exists a legally adopted child of a person shall be considered a child of such person by blood. (f) In determining, for the purposes of Rule 16a-1, whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any listed equity security, the interest of such person in the remainder of a trust shall be excluded from the computation. (g) No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under section 16 (a) with respect to his indirect interest in portfolio securities held by (1) any holding company registered under the Public Utility Holding Company Act, (2) any investment company registered under the Investment Company Act, (3) a pension or retirement plan holding securities of an issuer whose employees generally are the beneficiaries of the plan, (4) a business trust with over 25 beneficiaries. (h) Nothing in the rule shall be deemed to impose any duties or liabilities with respect to reporting any transactions or holding prior to its effective date. |