17 C.F.R. § 229.403

(Item 403) Security ownership of certain beneficial owners and management

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(a) Security ownership of certain beneficial owners. Furnish the following information, as of the most recent practicable date, substantially in the tabular form indicated, with respect to any person (including any “group” as that term is used in section 13(d)(3) of the Exchange Act) who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant's voting securities. The address given in column (2) may be a business, mailing or residence address. Show in column (3) the total number of shares beneficially owned and in column (4) the percentage of class so owned. Of the number of shares shown in column (3), indicate by footnote or otherwise the amount known to be shares with respect to which such listed beneficial owner has the right to acquire beneficial ownership, as specified in Rule 13d-3(d)(1) under the Exchange Act (§ 240.13d-3(d)(1) of this chapter).

(1) Title of class	(2) Name and address of beneficial owner	(3) Amount and nature of beneficial ownership	(4) Percent of class

(b) Security ownership of management. Furnish the following information, as of the most recent practicable date, in substantially the tabular form indicated, as to each class of equity securities of the registrant or any of its parents or subsidiaries, including directors' qualifying shares, beneficially owned by all directors and nominees, naming them, each of the named executive officers as defined in Item 402(a)(3) (§ 229.402(a)(3)), and directors and executive officers of the registrant as a group, without naming them. Show in column (3) the total number of shares beneficially owned and in column (4) the percent of the class so owned. Of the number of shares shown in column (3), indicate, by footnote or otherwise, the amount of shares that are pledged as security and the amount of shares with respect to which such persons have the right to acquire beneficial ownership as specified in § 240.13d-3(d)(1) of this chapter.

(1) Title of class	(2) Name of beneficial owner	(3) Amount and nature of beneficial ownership	(4) Percent of class

(c) Changes in control. Describe any arrangements, known to the registrant, including any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result in a change in control of the registrant.

Instructions to Item 403: 1. The percentages are to be calculated on the basis of the amount of outstanding securities, excluding securities held by or for the account of the registrant or its subsidiaries, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act 17 (CFR 240.13d-3(d)(1)). For purposes of paragraph (b), if the percentage of shares beneficially owned by any director or nominee, or by all directors and officers of the registrant as a group, does not exceed one percent of the class so owned, the registrant may, in lieu of furnishing a precise percentage, indicate this fact by means of an asterisk and explanatory footnote or other similar means.

2. For the purposes of this Item, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Exchange Act (§ 240.13d-3 of this chapter). Include such additional subcolumns or other appropriate explanation of column (3) necessary to reflect amounts as to which the beneficial owner has (A) sole voting power, (B) shared voting power, (C) sole investment power, or (D) shared investment power.

3. The registrant shall be deemed to know the contents of any statements filed with the Commission pursuant to section 13(d) or 13(g) of the Exchange Act. When applicable, a registrant may rely upon information set forth in such statements unless the registrant knows or has reason to believe that such information is not complete or accurate or that a statement or amendment should have been filed and was not.

4. For purposes of furnishing information pursuant to paragraph (a) of this Item, the registrant may indicate the source and date of such information.

5. Where more than one beneficial owner is known to be listed for the same securities, appropriate disclosure should be made to avoid confusion. For purposes of paragraph (b), in computing the aggregate number of shares owned by directors and officers of the registrant as a group, the same shares shall not be counted more than once.

6. Paragraph (c) of this Item does not require a description of ordinary default provisions contained in the charter, trust indentures or other governing instruments relating to securities of the registrant.

7. Where the holder(s) of voting securities reported pursuant to paragraph (a) hold more than five percent of any class of voting securities of the registrant pursuant to any voting trust or similar agreement, state the title of such securities, the amount held or to be held pursuant to the trust or agreement (if not clear from the table) and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the trust or agreement.

[47 FR 11401, Mar. 16, 1982, as amended at 47 FR 55665, Dec. 13, 1982; 51 FR 42056, Nov. 20, 1986; 57 FR 48158, Oct. 21, 1992; 71 FR 53252, Sept. 8, 2006]

Notes of Decisions

Cited in 11 cases (3 in the last 5 years), 2014–2022 · leading case: Pikk v. Pedersen, 826 F.3d 1222 (10th Cir. 2016).

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Pikk v. Pedersen, 826 F.3d 1222 (10th Cir. 2016). · cites it 3× “It amended Item 403(b) of SEC Regulation S-K, 17 C.F.R. § 229.403 (b), to require that pledges be publicly disclosed in certain company filings, such as proxy statements and Forms 10-K.”

Zagg, Inc. Sec. Litig. v. Zagg, Inc., 797 F.3d 1194 (10th Cir. 2015). · cites it 3× “17 C.F.R. § 229.403 (b) (emphasis added).”

United Food & Com. Workers Union Local 880 Pension Fund v. Chesapeake Energy Corp., 774 F.3d 1229 (10th Cir. 2014). · cites it 3× “This failure to disclose, it argues, violated section 11 both because it was required by 17 C.F.R. § 229.403 (b) (Item 403(b)) and because it made the Registration Statement misleading.”

Sec. & Exch. Comm'n v. Honig (S.D.N.Y. 2021). · cites it 2× “See 17 C.F.R. § 229.403 ; ¶¶ 51, 163–64.9 Item 403 sets forth instructions for the disclosure of security ownership of certain beneficial owners, and its 9 The Court previously rejected this argument because the SEC had not mentioned Item 403 or alleged that Ladd violated Item…”

United Food & Com. Workers Union Local 880 Pension Fund v. Chesapeake Energy Corp., 762 F.3d 1158 (10th Cir. 2014). · cites it 3× “This failure to disclose, it argues, violated section 11 both because it was required by 17 C.F.R. § 229.403 (b) (Item 403(b)) and because it made the Registration Statement misleading.”

United Food & Comm. Workers v. Chesapeake Energy (10th Cir. 2014). · cites it 3× “This failure to disclose, it argues, violated section 11 both because it was required by 17 C.F.R. § 229.403 (b) (Item 403(b)) and because it made the Registration Statement misleading.”

Takata v. Riot Blockchain, Inc. (D.N.J. 2022). “” 17 C.F.R. § 229.403 (a). The Third Circuit has held that, in order to show liability under Section 10(b) for other Regulation S-K items, a plaintiff must first establish that the regulation creates an independent private right of action or that the regulation imposes an…”

Sec. & Exch. Comm'n v. Honig (S.D.N.Y. 2020). “” 17 C.F.R. § 229.403 (a). But the Amended Complaint only alleges that Ladd had a duty to disclose the “true extent” of the stock ownership of individuals; this is not the more specific duty imposed by Item 403.”

Puddu v. Nygg (asia), Ltd. (S.D.N.Y. 2021). “And it thus determined that 6D’s failure to disclose this information pursuant to SEC regulations (including 17 C.F.R. § 229.403 (a)) was sufficient to establish a material misstatement or omission as to the 6D Defendants.”

Wilmington Sav. Fund Soc'y, FSB v. Foresight Energy, LLC (Del. Ch. 2015). “17 17 C.F.R. § 229.403 (emphasis added). As used in Item 403(a), the term ―the beneficial owner‖ includes both ―shared voting power‖ and ―shared investment power.”

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