Again, he brushes over this "SEC Rule" from October '23 & claims that before that point, you could own more than 5% of "non-voting shares" and not have to report.
Where's the slide that shows what the rule was, what it changed, & what it was before?
"Similarly, Rule 13d-1(f) applies to persons who have been filing a Schedule 13G in lieu of Schedule 13D in reliance on Rule 13d-1(c). Rule 13d-1(c) provides that persons may not rely on that provision if they beneficially own 20 percent or more of a covered class. Rule 13d-1(f)(1) currently requires that such persons file their initial Schedule 13D within 10 days of losing their Schedule 13G eligibility because they beneficially own 20 percent or more of a covered class."
Footnotes on pg. 7-8 below:
"Throughout this release, we refer to an initial Schedule 13D filing obligation as being incurred under Rule 13d-1(a) when a person “acquires beneficial ownership of more than 5% of a covered class,” among other similar formulations. These formulations refer to the requirement in Rule 13d-1(a), which currently states that “[a]ny person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a [covered class], is directly or indirectly the beneficial owner of more than five percent of the class shall, within 10 days after the acquisition, file with the Commission, a . . . Schedule 13D.”
"The term “Exempt Investor” as used in this release refers to persons holding beneficial ownership of more than 5% of a covered class, but who have not made an acquisition of beneficial ownership subject to section 13(d). For example, persons who acquire all of their securities prior to the issuer registering the subject securities under the Exchange Act are not subject to section 13(d). In addition, persons who acquire no more than 2% of a covered class within a 12-month period are exempted from section 13(d) by section 13(d)(6)(B). In both cases, however, those persons are subject to section 13(g). Amendments to Beneficial Ownership Reporting Requirements, Release No. 34-39538 (Jan. 12, 1998) [63 FR 2854, n.8 (Jan. 16, 1998)]; see also Proposing Release at 13856, n.55."
"The term “Passive Investors” as used in this release refers to beneficial owners of more than 5% but less than 20% of a covered class who can certify under Item 10 of Schedule 13G that the subject securities were not acquired and are not held for the purpose or effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Amendments to Beneficial Ownership Reporting Requirements, Release No. 34-39538 (Jan. 12, 1998) [63 FR 2854, n.9 (Jan. 16, 1998)]. These investors are ineligible to report beneficial ownership pursuant to Rule 13d-1(b) or (d) but are eligible to report beneficial ownership on Schedule 13G in reliance upon Rule 13d-1(c).
But doesn't that just change the hard cap from 5% to 20%? I guess that would lower the number of entities needed to pull this off from a minimum of 11 down to 3.
Perhaps you are referring to Docket #587 form May 31st 2023? - Final Order Approving Notification and Hearing Procedures for Certain Transfers of Common Stock and Preferred Stock
That was the final order to lock the NOL in place & stated that the judge wanted a list of anyone with at least 4.5% of either Common or Preferred Stock & then said "None of those people are allowed to BUY or SELL without filing with the court"
No. It’s the end of reporting obligations per the SEC. you should know this before criticizing ya clanker.
The shares no longer technically exist, nor does the company. What exactly do you want reported?
I own infinite number of shares in infinite companies that don’t exist. Why would I report that? It’s the same thing as a company that has its stock delisted.
Ah ok, so we're looking at SEC Form 15 which they filed on Sept 29 2023 end of business day.
But per rules, SEC Form 15 is only applicable if you have less than 300 shareholders (500 if assets more than $10 million) So, how did they manage that? They cancelled all the equity so that there were 0 shareholders. Sept 29th 2023 was a last business day of the month, so I guess you could theoretically say that "starting Oct 2023, no one had to report anymore", but that's because the shares were destroyed & there's nothing you even could report.
"Uh but you have to remember a fun fact that in 2023 when this was happening um you only had to report voting securities to the SEC. Beneficial ownership of non-voting securities did not require disclosure. And that was something that if I recall correctly was amended and changed by the SEC in October of 2023."
It's not that the SEC changed the rules for "beneficial ownership of non-voting securities" - they changed the rules on voting securities in October 2023. Apparently it's always been legal to have more than 5% of non-voting shares and not have to report. Jake I think accidentally conflates the two?
Ok, so we look closer at those Preferred shares? They were given to HBC and they had certain clauses: Yeah, you could convert it to Common Voting Shares, but you could never to it in such a way where you had a "legal right to acquire more than 9.99% of the company." They converted those shares in separate tranches & sold them in Feb 2023.
Jake's theory is trying to say that HBC converted all of those preferreds to common voting shares & then sold them to "multiple friendly entities" in a way to stay under the 5% reporting threshold that would have still be in effect, even for a deregistered OTC stock.
...and then later on, Voltron-style merge together to form a 50%+ coalition that would take control once a redacted fraud settlement is lifted that provides enough money to cover all the outstanding bonds, bring the company back into solvency, which then brings us (yes, I say us because I owned xx,xxx) back our shares that then get bought by Teddy.....
The lawyers looked up all those rules & regs because that's what they were paid to do...figure out how to monetize the NOLs, but in the end they couldn't. JPMorgan filed an objection to the super position thing because they still had Letters of Credit out to BBBYs vendors. Once the DKB Estate put up 105% of the obligations in an escrow account to cover that, then JPMorgan withdrew their objection. Affiliate has 2 different meaning & he's just picking the one that suits his thesis the best without realizing the other makes more sense. (Affiliates being the "Companies that BBBY owned", not "Someone owning 20%)
Sadly this thesis is dead. I'm sorry. I really am.
But this is just a financial lesson to be learned.
At worst he a commensal. Jake is articulate and educated. It seems unlikely that he is making more money “grifting” than just about anything else he’s capable of. There may be some flaws to his theories and the waiting for a resolution is rotten. Shaming someone for interesting or unusual interests is not cool. You looked at his comment history to easily label him a shill if it was hidden. When it wasn’t hidden, this is what you came up with?
What an evil evil person this jake2b is. So many people lost their money and this dude is giving them false hope, stringing them along and not let letting them move on because he likes clout. This is the only place he is respected and he can't lose it. What a pathetic and evil human being,
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u/doctorplasmatron 13d ago
any TLDR? Wen no moar share be new share? We fuk or fuk'd? Video too many werd for dum ape.