October 16, 2012
I suggest that the Commission include, in rules with respect to Exchange Act Section 12(g)(5), a provision to the effect that equity securities issued to foreign employees by a non-reporting company, in an off-shore transaction, as defined in Regulation S, pursuant to a benefit plan that restricts transfer of securities to persons referred to in Exchange Act Rule 12-1(f)(iv), are excluded from the definition of "held of record," for purposes of Exchange Act Section 12(g)(1). Such a provision would, for example, enable foreign employees of a U.S. private company to particpate in a plan, without the company's needing to include the foreign employees under Securities Act Rule 701, in circumstances obviating verbatim compliance with Rule 903 of Regulation S.