Information on companies going from public to private

July 5, 2012 6:50 AM

When a company goes from public to private ownership do they have to file a form with the SEC that lists the major shareholders being bought out and the number of shares held by each? If so, how can I find that information on EDGAR?

To take a ridiculous example, if Microsoft were to go private and all the outstanding shares bought back, how would you find out how many shares Bill Gates, Steve Ballmer, et al held at the time of the sale? I understand that companies going private have to file a 13E3 but I'm having trouble finding this particular information in those filings. Thank you.

posted by otio to Law & Government (3 answers total)

Best answer: You could go to the last proxy statement (DEF 14A) to find the ownership of insiders and 5% owners. Then you could look at Form 3s and 4s between the proxy filing and the going private transaction to come up with a more up-to-date share count.
posted by mullacc at 7:03 AM on July 5, 2012 [2 favorites]

Best answer: Greater than 5% holders, corporate insiders, and investment companies are required to file their holdings in public companies. If the insiders were taking it private their holdings at the time of the offer would be disclosed in the proxy and the deal memo.
posted by JPD at 7:03 AM on July 5, 2012 [1 favorite]

Response by poster: The company's final proxy statement had exactly what I needed, thanks!
posted by otio at 9:29 AM on July 5, 2012