On August 30, 2023, CorpFin issued three Exchange Act Form C&DIs addressing questions arising from the new Form F-SR, which will be used by foreign private issuers (FPIs) to report share repurchases.  Form F-SR is the first formal quarterly reporting requirement for FPIs.  You can read more about these reporting requirements in the Share Repurchase Disclosure Modernization Final Rule, related Fact Sheet and Small Entity Compliance Guide.  The details of Form F-SR are on page 200 of the Final Rule.

The C&DIs address questions that arise about Form F-SR for a period where no repurchases are made and whether a Form F-SR is required for the fourth quarter of a fiscal year.

Section 113. Form F-SR

Question 113.01

Question: Is a Form F-SR required to be filed if, during the covered fiscal quarter, the foreign private issuer or affiliated purchaser did not repurchase any of its equity securities registered under Exchange Act Section 12?

Answer: No, a Form F-SR is not required to be filed under these circumstances. Note, however, there is no de minimis exception to the Form F-SR filing requirement; even the repurchase of a very small number of equity securities would trigger a Form F-SR filing. [August 30, 2023]

Question 113.02

Question: A foreign private issuer or affiliated purchaser did not conduct any repurchases that would trigger the requirement to file a Form F-SR. Is a Form F-SR nevertheless required solely to check the box under “Registrant Purchases of Equity Securities” section of Form F-SR for the covered purchases or sales of securities by a director or member of senior management who would be identified pursuant to Item 1 of Form 20-F?

Answer: No. [August 30, 2023]

Question 113.03

Question: Is a Form F-SR required to be filed for the final quarter of the fiscal year?

Answer: Yes, if a foreign private issuer or affiliated purchaser engaged in repurchases during the final quarter of the fiscal year, then a Form F-SR would be required for that final quarter and must be filed within 45 days after the end of the quarter. Foreign private issuers are not permitted to wait to report the repurchases during the final quarter of the fiscal year in the Form 20-F for that fiscal year. See Exchange Act Release No. 34-97424 (May 3, 2023) at fn. 185. [August 30, 2023]

As always, your thoughts and comments are welcome!