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Section 112. Item 3.02 Unregistered Sales of Equity Securities
us SEC - C&DI - Exchange Act Form 8-K
Question 112.01
Question: Does the grant of stock options pursuant to an employee stock option plan require disclosure under Item 3.02 of Form 8-K?
Answer: If a grant of stock options pursuant to an employee stock option plan does not constitute a “sale” or “offer to sell” under Securities Act Section 2(a)(3), the grant need not be reported under Item 3.02 of Form 8-K. See, e.g., Millennium Pharmaceuticals, Inc. (May 21, 1998). [April 2, 2008]
Question 112.02
Question: If a registrant sells, in an unregistered transaction, shares of a class of equity securities that is not currently outstanding, would the volume threshold under Item 3.02 of Form 8-K be exceeded by such sale?
Answer: Yes. As such, in these circumstances, an Item 3.02 Form 8-K filing requirement would be triggered. [April 2, 2008]
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