Helpful terminology to keep in mind when completing securities filings for executives and directors:
An "affiliate" is a person, such as a director or large shareholder, in a relationship of control with the issuer.
"Control" means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise.
“Control person” appears to be undefined. There seems to be no set rule on who qualifies as a "control person". The determination of who has "control" is a facts and circumstances analysis. The Securities Exchange Commission (SEC) staff takes the position that there is a presumption that all directors, policy making executive officers and 10% shareholders are control persons or part of the group that controls the issuer.
"Control securities" are those held by an affiliate of the issuing company.
"Restricted securities" are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer.
.jpg)
Comment Preview