foreign private issuer

The term foreign private issuer means any foreign issuer other than a foreign government except for an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:




(iii) The business of the issuer is administered principally in the United States.
Instruction to paragraph (c)(1): To determine the percentage of outstanding voting securities held by U.S. residents: A. Use the method of calculating record ownership in Rule 12g3-2(a) under the Act (ยง 240.12g3-2(a)), except that your inquiry as to the amount of shares represented by accounts of customers resident in the United States may be limited to brokers, dealers, banks and other nominees located in: (1) The United States, (2) Your jurisdiction of incorporation, and (3) The jurisdiction that is the primary trading market for your voting securities, if different than your jurisdiction of incorporation. B. If, after reasonable inquiry, you are unable to obtain information about the amount of shares represented by accounts of customers resident in the United States, you may assume, for purposes of this definition, that the customers are residents of the jurisdiction in which the nominee has its principal place of business. C. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership provided to you or filed publicly and based on information otherwise provided to you.

Source

17 CFR § 240.3b-4


Scoping language

None
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