How to Prepare “Beneficial Ownership Tables” for 5% Stockholders for the Proxy

As part of your proxy statement filed with the SEC, you will include a beneficial ownership table that discloses those that beneficially own more than 5% of the company’s voting securities under Item 403(a) of Regulation S-K.

At the 5:11 mark, Roland Kelly of Velocity Financial joins us to discuss:

• What determination date do you use for your calculations
• What is required to be included in the numerators and denominators for 5% holders
• What diligence do you do to figure out who are your 5% holders – Schedule 13Ds, Schedule 13Gs, etc.
• What types of footnotes for 5% holders are sometimes used
• What type of disclaimer might be used in the intro to the table or as a footnote
• Where do you like this table to be placed the proxy?
• Can you get in trouble if you miss and omit a 5% owner

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