Collection of Data: Rapid Fire
Chapters in this video
- 0:00 Five data sources and five analyses
- 1:29 Precedent transactions vs. trading comps: the control premium
- 2:18 Filer status and the float trap
- 3:04 Form 8-K and the 10-K vs. 10-Q distinction
- 3:57 Schedule 13D, 13G, and the 5% ownership threshold
- 5:16 Form 13F and the long-position rule
- 5:36 Insider Forms 3, 4, 5 and short-swing strict liability
- 6:36 Blake the Banker and the information barrier
- 7:31 IPO vs. secondary quiet period rules
- 7:59 Rapid-fire exam recap
What this video covers
- The five source categories (commercial databases, proprietary deals, regulatory filings, company sites, and media) and how they funnel into the five analyses from industry trends down to precedent transactions
- Why precedent transactions produce higher multiples than trading comps: the control premium baked into past M&A deals
- How filer status is determined by public float thresholds (large accelerated $700M+, accelerated $75M-$700M, non-accelerated under $75M), never by revenue
- The Exchange Act filing clocks: Form 8-K at 4 business days, initial Schedule 13D or 13G at 5 business days, Form 13F quarterly within 45 days, and insider Forms 3, 4, 5 at 10 days, 2 business days, and 45 days post-fiscal year end
- The active vs. passive ownership distinction at 5% (Schedule 13D for dealmakers, 13G for passive investors below 20% with no control intent) and the strict 1% materiality trigger for amendments
- Form 13F restrictions: SEC-listed long positions only, no shorts, no cash, no most derivatives, measured on the last trading day of any month
- The strict liability nature of short-swing profit recovery for insiders (officers, directors, more than 10% beneficial owners): six-month window, no intent defense, no MNPI defense
- The information barrier between banking and research: permitted client verification and reading published research, prohibited supervision of analysts, pitch participation, and compensation tied to banking revenue
- Quiet period differences: IPO binds all underwriters and dealers for 10 days, secondary binds only managers and co-managers for 3 days
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