an issuer of a security registered pursuant to application under section 12 (b) or (c), or of its officers, directors, or security holders, or of persons soliciting or giving any proxy or consent or authorization with respect to such security, the issuer shall file with the Commission a request that such registration shall expire and shall accompany such request with a written explanation of the reasons why the publication of such rule or regulation leads the issuer to make such request, such registration shall expire immediately upon receipt of such request or immediately before such rule or regulation becomes effective, whichever date is later. The absence of an express reservation, in an application for registration, of the rights herein granted shall not be deemed a waiver thereof.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 781)

[28 FR 1506, Feb. 16, 1963]

UNLISTED TRADING

$240.12f-1 Applications for permission to extend unlisted trading privileges.

(a) An application may be made to the Commission by any national securities exchange for the extension of unlisted trading privileges to any security, pursuant to section 12(f). One copy of such application, executed by a duly authorized officer of the exchange, shall be filed and shall set forth:

(1) Name of issuer;
(2) Title of security;

(3) The name of each national securities exchange, if any, on which such security is listed or admitted to unlisted trading privileges; and

(4) Whether transaction information concerning such security is reported in the consolidated transaction reporting system contemplated by Rule 11Aa3-1 under the Act (§ 240.11Aa3-1);

(5) Any other information which is deemed pertinent to the question of whether the continuation or extension of unlisted trading privileges in such security is consistent with the maintenance of fair and orderly markets and the protection of investors; and

(6) That a copy of the instant application has been mailed, or otherwise

personally provided, to the issuer of the securities for which unlisted trading privileges are sought and to each exchange listed in item (3) of this section.

(Secs. 12 and 23, Pub. L. 78-291, 48 Stat 894 and 901, as amended by secs. 8 and 18, Pub. L. 94-29, 89 Stat. 117 and 155 (15 U.S.C. 781 and 78w))

[44 FR 75134, Dec. 19, 1979, as amended at 45 FR 12390, Feb. 26, 1980; 45 FR 36076, May 29, 1980]

§ 240.12f-2 Changes in securities admitted to unlisted trading privileges.

(a)(1) Whenever any change occurs with respect to a security admitted to unlisted trading privileges on a national securities exchange and also listed and registered on any other national securities exchange, such security shall be deemed to be the security theretofore admitted to unlisted trading privileges if, notwithstanding such change, a new application for registration pursuant to Regulation X-12B and X-12D1 is not required in order that such security may continue to be listed and registered on such other national securities exchange.

(2) Unless the changes enumerated in paragraph (a)(2) (i), (ii), or (iii) of this section are accompanied by a major change in the capitalization of the issuer, as defined in paragraph (a)(3) of this section, a security admitted to unlisted trading privileges on a national securities exchange and not listed and registered on any other national securities exchange shall be deemed to be the security theretofore admitted to such unlisted trading privileges on such exchange although changed in one or more of the following respects:

(i) Title of such security or the name of the issuer;

(ii) The maturity, interest rate, and/ or outstanding aggregate principal amount of an issue of bonds, debentures or notes;

(iii) The par value, dividend rate, number of shares authorized and/or the outstanding number of shares of a stock.

Whenever any change enumerated in paragraph (a)(2) (i), (ii) or (iii) of this section occurs with respect to a secu

rity admitted to unlisted trading privileges on a national securities exchange and not listed or registered on any other national securities exchange, the exchange shall notify the Commission of such change by filing Form 27 with the Commission promptly after learning thereof unless an application is filed by such exchange pursuant to paragraph (b) of this section.

(3) A major change in the capitalization of the issuer shall be deemed to have occurred for purposes of this paragraph if, by reason of one or more mergers, consolidations, acquisitions of assets or securities, or similar transactions (not including a sale of securities for cash, a stock dividend, or a stock split) the number of outstanding shares of stock of the issuer has been increased by more than 100 percent within any 12 consecutive calendar months.

(b) Whenever any change occurs with respect to a security admitted to unlisted trading privileges and, after such change, such security is not deemed to be the same security under the provisions of paragraph (a) of this section, such security shall nevertheless be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange if the Commission shall have determined, upon application by such exchange, that the security after such change is substantially equivalent to the security theretofore admitted to unlisted trading privileges. An application filed under this paragraph shall be executed by a duly authorized officer of the exchange and shall contain the following information.

(1) Name of issuer and title of security; and

(2) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter submitted to security holders relating to each such change.

[21 FR 9708, Dec. 7, 1956]

§ 240.12f-3 Termination or suspension of unlisted trading privileges.

(a) The issuer of any security for which unlisted trading privileges on any exchange have been continued or extended, or any broker or dealer who

makes or creates a market for such security, or any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, may make application to the Commission for the termination or suspension of such unlisted trading privileges. One duly executed copy of such application shall be filed, and it shall contain the following information:

(1) Name and address of applicant;

(2) A brief statement of the applicant's interest in the question of termination or suspension of such unlisted trading privileges;

(3) Title of security; (4) Names of issuer;

(5) Amount of such security issued and outstanding (number of shares of stock or principal amount of bonds), stating source of information;

(6) Annual volume of public trading in such security (number of shares of stock or principal amount of bonds) on such exchange for each of the three calendar years immediately preceding the date of such application, and monthly volume of trading in such security for each of the twelve calendar months immediately preceding the date of such application;

(7) Price range on such exchange for each of the twelve calendar months immediately preceding the date of such application; and

(8) A brief statement of the information in the applicant's possession, and the source thereof, with respect to (i) the extent of public trading in such security on such exchange, and (ii) the character of trading in such security on such exchange; and

(9) A brief statement that a copy of the instant application has been mailed, or otherwise personally provided, to the exchange from which the suspension or termination of unlisted trading privileges is sought, and to any other exchange on which such security is listed or traded pursuant to unlisted trading privileges.

(b) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly file Form 28 (17 CFR

249.228) to notify the Commission of any such suspension or termination. (Secs. 12(f) and 23, 15 U.S.C. 781 and 78w) [20 FR 6702, Sept. 13, 1955, as amended at 44 FR 75135, Dec. 19, 1979; 45 FR 36076, May 29, 1980]

§ 240.12f-4 Exemption of securities admitted to unlisted trading privileges from sections 13, 14 and 16.

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the act shall be exempt from section 13 of the act unless (1) such security or another security of the same issuer is listed and registered on a national securities exchange or registered pursuant to section 12(g) of the act, or (2) such issuer would be required to file information, documents and reports pursuant to section 15(d) of the act but for the fact that securities of the issuer are deemed to be "registered on a national securities exchange" within the meaning of section 12(f)(6) of the act.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the act shall be exempt from section 14 of the Act unless such security is also listed and registered on a national securities exchange or registered pursuant to section 12(g) of the act.

(c) (1) Any equity security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the act shall be exempt from section 16 of the act unless such security or another equity security of the same issuer is listed and registered on a national securities exchange or registered pursuant to section 12(g) of the act.

(2) Any equity security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12(f) of the act and which is not listed and registered on any other such exchange or registered pursuant to section 12(g) of the act shall be exempt from section 16 of the act insofar as that section would otherwise

apply to any person who is directly or indirectly the beneficial owner of more than 10 percent of such security, unless another equity security of the issuer of such unlisted security is so listed or registered and such beneficial owner is a director or officer of such issuer or directly or indirectly the beneficial owner of more than 10 percent of any such listed security.

(d) Any reference in this section to a security registered pursuant to section 12(g) of the act shall include, and any reference to a security not so registered shall exclude, any security as to which a registration statement pursuant to such section is at the time required to be effective.

(Sec. 3, 78 Stat. 565, 15 U.S.C. 781) [30 FR 482, Jan. 14, 1965]

§ 240.12f-6

Continuance of unlisted trading privileges on merged exchanges. (a) Subject to section 12(f) of the act, 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 section 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 United States Bureau of the Census.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 781)

[14 FR 6150, Oct. 11, 1949]

EXTENSIONS AND TEMPORARY EXEMPTIONS; DEFINITIONS

§ 240.12g-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 sections 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 two 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.

(Sec. 12, 48 Stat. 892; 15 U.S.C. 7871) [29 FR 13462, Sept. 30, 1964]

§ 240.12g-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 Investment Company, Act of 1940 (54 Stat. 789 et seq., as amended; 15 U.S.C. 80(a)-(1) et seq.), 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.

[34 FR 7236, May 2, 1969]

§ 240.12g-3 Registration of securities of successor issuers.

(a) Where in connection with a succession by merger, consolidation, exchange of securities or acquisition of assets, equity securities of an issuer, not previously registered pursuant to section 12 of the Act, are issued to the holders of any class of equity securities of another issuer which is registered pursuant to section 12(g), the class of securities so issued shall be deemed to be registered pursuant to section 12(g) of the Act unless upon consummation of the succession such class is exempt from such registration or all securities of such class are held of record by less than 300 persons.

(b) Where in connection with a succession by merger, consolidation, exchange of securities or acquisition of assets, equity securities of an issuer, which are not registered pursuant to section 12 of the Act, are issued to the holders of any class of equity securities of another issuer which is required to file a registration statement pursuant to section 12(g) but has not yet done so, the duty to file such statement shall be deemed to have been assumed by the issuer of the class of seIcurities so issued and such issuer shall file a registration statement pursuant to section 12(g) of the Act with respect to such class within the period of time the predecessor issuer would have been required to file such a statement, or within such extended period of time as the Commission may authorize upon application pursuant § 240.12b-25 of this chapter, unless upon consummation of the succession

to

such class is exempt from such registration or all securities of the class are held of record by less than 300 per

sons.

(15 U.S.C. 781, 78m, 780)

[36 FR 3804, Feb. 27, 1971]

§ 240.12g3-2 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 (17 CFR 240.12g5-1) except that securities held of record by a broker, dealer, or bank of 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. They 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,

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

(ii) Shall furnish to the Commission a list identifying the information referred to in paragraph (b)(1)(i) of this section and stating when and by whom it is required to be made public, filed with any such exchange or distributed to security holders;

(iii) Shall furnish to the Commission, during each subsequent fiscal year, whatever information is made public as described in paragraph (b)(1)(i) (a), (b) or (c) of this section promptly after such information is made public as described therein; and

(iv) 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 subdivision (ii) of this subparagraph or any subsequent list, furnish to the Commission a revised list reflecting such changes.

(2) The information required to be furnished pursuant to paragraphs (b)(1) (i) and (ii) of this section shall be 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 paragraph (b)(1)(i) of this section shall notify the Commission that it is furnished pursuant to that paragraph.

(3) The information required to be furnished pursuant to paragraph (b)(1) (i) and (iii) of this section is that about which investors ought reasonably to be informed with respect to the issuer and its subsidiaries concerning: The financial condition or results of operations; changes in business; ac

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