a. Proposed Amendments
The Commission proposed amendments to Rule 13d-5 to carve out from the purview of proposed Rule 13d-5(b)(1)(iii) and (b)(2)(ii) intra-group transfers of equity securities of a covered class.569 Specifically, proposed Rule 13d-5(b)(1)(iv) would provide that a group under section 13(d)(3) will not be deemed to have acquired beneficial ownership in a covered class if a member of the group becomes the beneficial owner of additional equity securities in such covered class through a sale by, or transfer from, another member of the group. Proposed Rule 13d-5(b)(2)(iii) would contain nearly identical language, with conforming changes to address circumstances in which a member of a group under section 13(g)(3) becomes the beneficial owner of additional equity securities in a covered class through a sale by, or transfer from, another member of the group.
b. Comments Received
The Commission did not receive any comments on proposed Rule 13d-5(b)(1)(iv) and (b)(2)(iii).
c. Final Amendments
For the reasons set forth in the Proposing Release, we are adopting the text of Rule 13d-5(b)(1)(iv) and (b)(2)(iii) substantially as proposed, but redesignating these provisions as Rule 13d-5(b)(1)(iii) and (b)(2)(ii). We also are slightly modifying the rule text to account for the possibility that group members may make intra-group transfers on the same day but after the time at which the group has been formed instead of “after the date of group formation.”