Who it serves
TakePublic for 15(d) and debt-only reporters
Registered notes, no listed stock: the same 10-K clocks, none of the Section 16 forms.
- Who it is for
- Reporters under Section 15(d) only
- What you run
- 10-K, 10-Q and 8-K deadlines
- Not owed
- Section 16, proxy rules, 13D and 13G
- Onboarding
- By CIK, no ticker needed
- Plan
- Monitor; Core in closed beta
How a company reports with no ticker
- 01Notes registered on Form S-4
- 02Section 15(d) reporting starts
- 03Same clocks, no ticker
- 04Onboard by CIK
What the basis means
- Same periodic dutySection 15(d) attaches to an effective Securities Act registration statement, not a listing, and asks the same periodic reporting Section 13(a) asks of a registered class.
- The 10-K coverNothing registered under Section 12(b) or 12(g), no trading symbol, and reports filed pursuant to Section 15(d).
- Not owedForms 3, 4 and 5, proxy or information statements, and Schedules 13D and 13G each reach securities registered under Section 12; the EDGAR Next annual confirmation is still owed.
- When the duty pausesSection 15(d) suspends automatically for a fiscal year, other than the year the registration went effective, if fewer than 300 holders of record hold each registered class at the start of that year, and Rule 12h-3 lets counsel certify the same on Form 15.
Who fits the pattern
- A privately held operating company whose high-yield notes were registered in an A/B exchange offer.
- A subsidiary issuer with registered notes guaranteed by its parent, filing as co-registrants.
- A company taken private that left registered notes outstanding and kept reporting for the indenture.
- A non-traded REIT or BDC in a registered continuous offering before it crosses the Section 12(g) holder thresholds.
Which plan fits
- MonitorThe Company calendar with 10-K, 10-Q and 8-K deadlines in ET, NT notice dates, the EDGAR Next confirmation, health score and email alerts, with no Form 5 checks or proxy checkpoints on a 15(d) profile.
- Section 16Does not apply to a 15(d)-only reporter.
- Core, in closed betaDrafts the 10-K, 10-Q, 8-K and NT notices from your books; request access on the pricing page.
Frequently asked questions
Why does a company with no stock file a 10-K?
Because Section 15(d) of the Exchange Act attaches periodic reporting to any Securities Act registration statement that goes effective, including an S-4 exchange offer for notes. The duty does not depend on a listing or a ticker.
Do our officers file Form 4?
Not under Section 16 for a 15(d)-only reporter, since Section 16(a) reaches equity registered under Section 12. If the company later registers a class under 12(b) or 12(g), the Forms 3, 4 and 5 obligations start.
Can we onboard without a ticker?
Yes. Onboarding accepts a CIK and builds the company profile from its EDGAR filing history.
When does 15(d) reporting stop?
It suspends automatically for a fiscal year in which each registered class has fewer than 300 holders of record at the start of the year, other than the year of effectiveness, and counsel can certify the same on Form 15 under Rule 12h-3. Indenture covenants may still require reports.
Does the Section 16 plan make sense for us?
No. Monitor covers the calendar a 15(d) reporter owes; Section 16 is for companies whose insiders owe Forms 3, 4 and 5.
Official sources
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Get started Run a free scan firstTakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.