Beneficial ownership, amended IPOs etc
BotanyBay said:
"Beneficially owned" means he owns it. They gave or sold it to him....BTW, who is underwriting this POS?
I'm unclear about the precise definition of "Beneficially Owned" in US securities law but to my mind it is somewhat less than full "legal", or outright ownership - but it still confers substantial rights to exercise control etc over those shares.
I may well be wrong. I suspect that, as appears to have happened here, fundamental changes to the nature of ownership and disposition of shares (however held) would have to be notified to the SEC - this may not show up on the face of the amended IPO Form S-1s but would most likely be buried somewhere in the voluminous paperwork - see the latest SEO "Filing Details"
here.
Lead underwriters are Goldman Sachs & Morgan Stanley. See page one of the latest version (01/24/11)
here. Goldman Sachs has 11,666,667 shares in Demand Media & the conflict of interest is noted in the IPO at p. 9, hence Morgan Stanley's involvement. There are a few other firms involved.
Finally in a discussion yesterday with someone who knows more about these matters than I do he said that notwithstanding what happens at the IPO (i.e. shares offered etc) that LA & LAF will retain their interest in the whole of the share nominated as held by them. That is, unless the whole thing tanks bigtime, LA & LAF still look set to make a
"killing" from the Demand Media IPO.
Interesting few weeks ahead...