Form SEC 907 SEC 907 Form S-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
GENERAL INSTRUCTIONS
A. Rule as to Use of Form S-11.
This Form shall be used for registration under the Securities Act of 1933 of (i) securities
issued by real estate investment trust, as defined in Section 856 of the Internal Revenue Code, or
(ii) securities issued by other issuers whose business is primarily that of acquiring and holding
for investment real estate or interests in real estate or interests in other issuers whose business is
primarily that of acquiring and holding real estate or interest in real estate for investment. This
Form shall not be used, however, by any issuer which is an investment company registered or
required to register under the Investment Company Act of 1940. In addition, this Form shall not
be used for an offering of asset-backed securities, as defined in 17 CFR 229.1101.
B. Application of General Rules and Regulations
(a)

Attention is directed to the General Rules and Regulations under the Securities Act,
particularly those comprising Regulation C thereunder (17 CFR 230.400 to 230.494).
That Regulation contains general requirements regarding the preparation and filing of
registration statements.

(b)

Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements
applicable to the content of the nonfinancial statement portions of registration
statements under the Securities Act. Where this Form directs the registrant to furnish
information required by Regulation S-K and the item of Regulation S-K so provides,
information need only be furnished to the extent appropriate.

C. Exchange Offers
If any of the securities being registered are to be offered in exchange for securities of any
other issuer, the prospectus also shall include the information which would be required by Items
9 to 16, and Item 18 if securities of such other issuer were being registered on this Form. Item 26
also shall be answered as to any promoter, director, officer or security holder of such other issuer
who is an affiliated person of the registrant.

SEC 907 (02-25)

Potential persons who are to respond to the collection of information contained in
this Form are not required to respond unless the Form displays a currently valid
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D. Definitions.
Unless the context clearly indicates the contrary, the following definitions apply:
Affiliated person. The term affiliated person means any of the following persons: (i) any
director or officer of the registrant; (ii) any person directly or indirectly controlling or
under direct or indirect common control with the registrant; (iii) any person owning of
record or known by the registrant to own beneficially 10 percent or more of any class of
equity securities or the registrant; (iv) any promoter of the registrant directly or indirectly
connected with the registrant in any capacity; (v) any principal underwriter of the securities
being registered; (vi) any person performing general management or advisory services for
the registrant; and (vii) any associate of any of the foregoing persons.
Director. The term director means any director of a corporation, trustee of a trust, general
partner of a partnership, or any person who performs for an organization functions similar
to those performed by the foregoing persons.
Governing instruments. The term governing instruments means the Charter, trust
agreement, partnership agreement, bylaws or other instruments under which the registrant
was organized or created or under which it will operate.
Mortgage. The term mortgage means any mortgage, deed of trust or other evidence of
indebtedness secured by a lien upon real estate or upon any interest in real estate.
Share. The term share means a share of stock in a corporation, a share or other unit of
beneficial interest in a trust or unincorporated association, a limited partnership interest, or
any similar equity interest in any other type of organization.
E. Foreign Issuers
A foreign private issuer may comply with Items 19, 20, 21, 22 and 26 of this Form by
furnishing the information specified in Items 6, 7.A, 8.A.7, and 18 of Form 20-F (§249.220f of
this chapter).
F.

Roll-up Transactions

If the securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), attention is directed to the
requirements of Form S-4 applicable to roll-up transactions, including, but not limited to,
General Instruction I.
G. Registration of Additional Securities
With respect to the registration of additional securities for an offering pursuant to Rule
462(b) under the Securities Act, the registrant may file a registration statement consisting only of
the following: the facing page; a statement that the contents of the earlier registration statement,
identified by file number, are incorporated by reference; required opinions, consents, and filing
fee-related information; the signature page; and any price-related information omitted from the
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earlier registration statement in reliance on Rule 430A that the registrant chooses to include in
the new registration statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration statement as of the date of
effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the
Rule 462(b) registration statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent expressly provides for such
incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b).
See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
H. Eligibility to Use Incorporation by Reference
If a registrant meets the following requirements in paragraphs 1-6 immediately prior to the
time of filing a registration statement on this Form, it may elect to provide information required
by Items 3 through 28 of this Form in accordance with Item 28A and Item 29 of this Form.
Notwithstanding the foregoing, in the financial statements, incorporating by reference or crossreferencing to information outside of the financial statement is not permitted unless otherwise
specifically permitted or required by the Commission’s rules or by U.S. Generally Accepted
Accounting Principles or International Financial Reporting Standards as issued by the
International Accounting Standards Board, whichever is applicable.
1. The registrant is subject to the requirement to file reports pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934.
2. The registrant has filed all reports and other materials required to be filed by Section 13(a),
14, or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports and materials).
3. The registrant has filed an annual report required under Section 13(a) or Section 15(d) of the
Exchange Act for its most recently completed fiscal year.
4. The registrant is not:
(a) And during the past three years neither the registrant nor any of its predecessors was:
chapter);

(i)

A blank check company as defined in Rule 419(a)(2) (§230.419(a)(2) of this

(ii) A shell company, other than a business combination related shell company,
each as defined in Rule 405 (§230.405 of this chapter); or
(iii) A registrant for an offering of penny stock as defined in Rule 3a51-1 of the
Exchange Act (§240.3a51-1 of this chapter).
(b) Registering an offering that effectuates a business combination transaction as
defined in Rule 165(f)(1) (§230.165(f)(1) of this chapter).

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5. If a registrant is a successor registrant it shall be deemed to have satisfied conditions 1, 2, 3,
and 4(b) above if:
(a) Its predecessor and it, taken together, do so, provided that the succession was
primarily for the purpose of changing the state of incorporation of the predecessor or forming a
holding company and that the assets and liabilities of the successor at the time of succession
were substantially the same as those of the predecessor; or
(b) All predecessors met the conditions at the time of succession and the registrant has
continued to do so since the succession.
6. The registrant makes its periodic and current reports filed pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference pursuant to Item 28A or Item 29 of
this Form readily available and accessible on a Web site maintained by or for the registrant and
containing information about the registrant.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

(Exact name of registrant as specified in governing instruments)

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public
If any of the Securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act, check the following box:
☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering.
☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the
following box.

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☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Non-accelerated filer ☐

Accelerated filer
☐
Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
The registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine. ∗

∗

Inclusion of this paragraph is optional. See Rule 473.

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PART I. INFORMATION REQUIRED IN PROSPECTUS
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.
(a) Set forth on the outside front cover page of the prospectus the information required
by Item 501 of Regulation S-K (§229.501 of this chapter).
(b) If there are any limitations on the transferability of the securities being registered, so
state on the outside front cover page of the prospectus and refer to a statement
elsewhere in the prospectus as to the nature of such limitations. If there is no market
for securities of the same class as those being registered, so state on the outside front
cover page of the prospectus; otherwise, state elsewhere in the prospectus the nature
of the market for such securities and the market price thereof as of the latest
practicable date prior to the filing of the registration statement or amendment
thereto.
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where permitted, on the
outside back cover page, the information required by Item 502 of Regulation S-K (§229.502 of
this chapter).
Item 3. Summary Information and Risk Factors.
(a) Furnish the information required by Items 105 and 503 of Regulation S-K (§229.105
and §229.503 of this chapter).
(b) Where appropriate to a clear understanding by investors, an introductory statement
shall be made in the forepart of the prospectus, in a series of short, concise
paragraphs, summarizing the principal factors which make the offering speculative.
Where appropriate, statements with respect to the following shall also be set forth:
(1)

A comparison in percentages of the securities being offered to the public and
those issued or to be issued to affiliated persons;

(2)

The extent to which security holders may be liable for the acts or obligations of
the registrant;

(3)

Allocation of cash distributions between the public security holders and
security holders who are affiliated persons;

(4)

The compensation and other forms of compensation and benefits to be
received, directly or indirectly, by affiliated persons, including in the case of
underwriters a comparison of the aggregate compensation to be received by
them with the aggregate net proceeds from the sale of the securities being
registered.

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Item 4. Determination of Offering Price.
Furnish the information required by Item 505 of Regulation S-K (§229.505 of this chapter).
Item 5. Dilution.
Furnish the information required by Item 506 of Regulation S-K (§229.506 of this chapter).
Item 6. Selling Security Holders.
Furnish the information required by Item 507 of Regulation S-K (§229.507 of this chapter).
Item 7. Plan of Distribution.
Furnish the information required by Item 508 of Regulation S-K (§229.508 of this chapter).
Item 8. Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (§229.504 of this chapter).
Item 9. Selected Financial Data.
[Reserved]
Item 10. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Furnish the information required by Item 303 of Regulation S-K (§229.303 of this chapter).
Item 11. General Information as to Registrant.
(a) State the name and form of organization of the registrant and the name of the State
or other jurisdiction the laws of which govern with respect to the organization of the
registrant.
(b) State the date on which the governing instruments became operative and the date on
which they will expire. If the duration of the registrant may be sooner terminated or
may be extended, outline briefly the pertinent provisions.
(c) If the registrant is not a corporation state briefly the provisions of the governing
instruments with respect to the holding of annual or other meetings of security
holders. If the governing instruments do not provide for such meetings state the
policy or proposed policy of the registrant with respect to holding annual or other
meetings of security holders.
(d) If the registrant was organized within the last five years, give the full names of all
promoters and indicate all positions and offices with the registrant now held or
intended to be held by each such promoter.

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Instruction. If any person named as a promoter is no longer connected with the registrant in any
capacity, so state.
Item 12. Policy with Respect to Certain Activities
Describe the policy of the registrant with respect to each of the following types of
activities, indicating whether such policy may be changed by the officers and directors without a
vote of security holders. Indicate the extent to which the registrant proposes to engage in such
activities and the extent to which it has engaged in such activities during the past three years.
(a) To issue senior securities.
(b) To borrow money.
(c) To make loans to other persons.
(d) To invest in the securities of other issuers for the purpose of exercising control.
(e) To underwrite securities of other issuers.
(f) To engage in the purchase and sale (or turnover) of investments.
(g) To offer securities in exchange for property.
(h) To repurchase or otherwise reacquire its shares or other securities.
(i) To make annual or other reports to security holders, indicating the nature and scope
of such reports and whether they will contain financial statements certified by
independent public accountants.
Instructions.
1. The policy or proposed policy of the registrant with respect to each activity shall be
described separately. If the registrant does not propose to engage in a particular activity, a
specific statement to that effect shall be made. The information shall be given in such manner
and detail as will be meaningful to investors.
2. For the purpose of (c), the purchasing of a portion of publicly distributed bonds, debentures
or other securities, whether or not the purchase was made upon the original issuance of the
securities, is not to be considered the making of a loan by the registrant.
Item 13. Investment Policies of Registrant.
Describe the policy of the registrant with respect to investing in each of the following types
of investments, indicating whether such policy may be changed by the directors without a vote of
security holders, the percentage of assets which the registrant may invest in any one type of
investment and, in the case of securities, the percentage of securities of any one issuer which the
registrant may acquire and the principles and procedures the registrant will employ in connection
with the acquisition of assets.
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(a) Investments in real estate or interests in real estate.
Instructions.
1.

Indicate the geographic area or areas in which the registrant proposes to acquire
real estate or interests in real estate.

2.

The types of real estate and interests in real estate in which the registrant may
invest shall be indicated; for example, office buildings, apartment buildings,
shopping centers, industrial and commercial properties, special purpose buildings
and undeveloped acreage.

3.

The method or proposed method of operating and financing the registrant’s real
estate shall be briefly described. Indicate any limitations on the number or
amount of mortgages which may be placed on any one piece of property.

4.

The answer to this item shall be such as will be appropriate in view of the nature
of the registrant’s business, its history and its experience and the proposed nature
of its business and activities.

5.

Include a specific statement as to whether or not it is the registrant’s policy to
acquire assets primarily for possible capital gain or primarily for income.

6.

State the registrant’s policy as to the amount or percentage of assets which will
be invested in any specific property.

7.

Include a statement with respect to any other material policy with respect to real
estate activities.

(b) Investments in real estate mortgages.
Instructions.
1.

Indicate the types of mortgages; for example, first or second mortgages and
whether such mortgages are to be insured by the Federal Housing Administration
or guaranteed by the Veterans Administration or otherwise guaranteed or
insured, and the proportion of assets which may be invested in each type of
mortgage or in any single mortgage.

2.

Include a description of each type of mortgage activity in which the registrant
intends to engage such as originating, servicing and warehousing of mortgages
and its portfolio turnover policy.

3.

Indicate the types of properties subject to mortgages in which the registrant
invests or proposes to invest; for example, single family dwellings, apartment
buildings, office buildings, bowling alleys, commercial properties and
unimproved land.

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(c) Securities of or interests in persons primarily engaged in real estate activities.
Instructions.
1.

Indicate separately the types of securities of or interests in persons engaged in
real estate activities (for example, common stock, interests in real estate
investment trusts, partnership interests, joint venture interests) in which the
registrant may invest and the proportion of its assets which may be invested in
each such type of security or interest.

2.

Indicate the primary activities of persons in which the registrant will invest such
as mortgage sales, investment in office buildings or investments in undeveloped
acreage and the investment policies of such persons.

3.

State the criteria followed in the purchase of such securities and interests (for
example, securities listed on a national securities exchange, minimum net income
requirements, period of operation of issuer).

(ci) Investments in other securities.
Instructions.
1.

Indicate the type of securities (for example, bonds, preferred stocks, common
stocks) and the industry groups in which the registrant may invest and the
percentage of its assets which it may invest in each such type or industry group.

2.

Instruction 3 to paragraph (c) shall also apply to this paragraph.

Item 14. Description of Real Estate.
(a) State the location and describe the general character of all materially important real
properties now held or intended to be acquired by or leased to the registrant or its
subsidiaries. Include information as to the present or proposed use of such properties
and their suitability and adequacy for such use. Properties not yet acquired shall be
identified as such.
(b) State the nature of the registrant’s or subsidiary’s title to, or other interest in, such
properties and the nature and amount of all material mortgages, or other liens or
encumbrances against such properties. Set forth briefly the current principal amount
of each such material encumbrance, its interest and amortization provisions, its prepayment provisions and its maturity date and balance to be due at maturity assuming
no payment has been made on principal in advance of its due date.
(c) Outline briefly the principal terms of any lease of any of such properties or any
option or contract to purchase or sell any of such properties.
(d) Outline briefly any proposed program for the renovation, improvement or
development of such properties, including the estimated cost thereof and the method
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of financing to be used. If there are no present plans for the improvement or
development of any unimproved or undeveloped property, so state and indicate the
purpose for which the property is to be held or acquired.
(e) Describe the general competitive conditions to which the properties described above
are or may be subject.
Instructions.
1. What is required is information essential to an investor’s understanding of the securities
being registered. Detailed descriptions of the physical characteristics of individual properties
or legal descriptions by metes and bounds are not required and should not be given. If the
registrant has a number of properties, the information may be given in tabular form to the
extent that it is practicable to do so.
2. The information shall be furnished separately as to each property the book value of which
amounts to ten percent or more of the total assets of the registrant and its consolidated
subsidiaries or the gross revenue from which for the last fiscal year amounted to ten percent
or more of the aggregate gross revenues of the registrant and its consolidated subsidiaries for
the registrant’s last fiscal year. With respect to other properties the information shall be given
by such classes or groups and in such detail as will reasonably convey the information
required.
3. Include a statement as to whether, in the opinion of the management of the registrant the
properties are adequately covered by insurance.
Item 15. Operating Data.
Furnish the following information with respect to each improved property which is
separately described in answer to Item 14.
(a) Occupancy rate expressed as a percentage for each of the last five years.
(b) Number of tenants occupying ten percent or more of the rentable square footage and
principal nature of business of such tenant.
(c) Principal business, occupations and professions carried on in, or from the building.
(d) The principal provisions of the leases between the tenants referred to in (b) above
including, but not limited to: rental per annum, expiration date, and renewal options.
(e) The average effective annual rental per square foot or unit for each of the last five
years prior to the date of filing.
(f) Schedule of the lease expirations for each of the ten years starting with the year in
which the registration statement is filed, stating (i) the number of tenants whose
leases will expire, (ii) the total area in square feet covered by such leases, (iii) the

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annual rental represented by such leases, and (iv) the percentage of gross annual
rental represented by such leases.
(g) Each of the properties and components thereof upon which depreciation is taken,
setting forth the (i) Federal tax basis, (ii) rate, (iii) method, and (iv) life claimed with
respect to such property or component thereof for purposes of depreciation.
(h) The realty tax rate, annual realty taxes and estimated taxes on any proposed
improvements.
Instruction. Instruction 3 to Item 14 shall apply to this Item.
Item 16. Tax Treatment of Registrant and Its Security Holders.
(a) Briefly describe the material aspects of the tax treatment of registrant under Federal
income tax laws and the Federal tax treatment of registrant’s security holders with
respect to distributions by registrant, including the tax treatment of gains from the
sale of securities or property and distributions in excess of annual net income.
(b) If any of the securities being registered are to be offered in exchange for other
securities or property indicate the tax effect upon such exchanges of the Federal
income tax laws.
Item 17. Market Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters.
Furnish the information required by Item 201 of Regulation S-K (§229.201 of this chapter).
Item 18. Description of Registrant’s Securities.
Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter).
Item 19. Legal Proceedings.
Furnish the information required by Item 103 of Regulation S-K (§229.103 of this chapter).
Item 20. Security Ownership of Certain Beneficial Owners and Management.
Furnish the information required by Item 403 of Regulation S-K (§229.403 of this chapter).
Item 21. Directors and Executive Officers.
Furnish the information required by Item 401 of Regulation S-K (§229.401 of this chapter).
Item 22. Executive Compensation.
Furnish the information required by Item 402 of Regulation S-K (§229.402 of this chapter),
and the information required by paragraph (e)(4) of Item 407 of Regulation S-K (§229.407(e)(4)
of this chapter).
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Item 23. Certain Relationships and Related Transactions and Director Independence.
Furnish the information required by Items 404 and 407(a) of Regulation S-K (§§229.404
and 229.407(a) of this chapter). If a transaction involves the purchase or sale of assets by or to
the registrant, otherwise than in the ordinary course of business, state the cost of the assets to the
purchaser and, if acquired by the seller within two years prior to the transaction, the cost thereof
to the seller. Furthermore, if the assets have been acquired by the seller within five years prior to
the transaction, disclose the aggregate depreciation claimed by the seller for federal income tax
purposes. Indicate the principle followed in determining the registrant’s purchase or sale price
and the name of the person making such determination.
Item 24. Selection, Management and Custody of Registrant’s Investments.
(a) Describe the arrangements made or proposed to be made by the registrant with
respect to the following:
(1)

Management of the registrant’s real estate, including arranging for purchases,
sales, leases, maintenance and insurance.

(2)

The purchase, sale and servicing of mortgages for the registrant.

(3)

Investment advisory services.

(b) If any of the services specified in paragraph (a) are performed or to be performed by
any affiliated person, furnish the following information as to such person:
(1)

Name and address.

(2)

Nature of principal business.

(3)

Principal occupations during the last five years.

(4)

Nature of all existing direct or indirect material interests in or business
connections with the registrant or any of its other affiliated persons.

(5)

Nature of all services rendered to the registrant and its subsidiaries.

(6)

Aggregate compensation received from the registrant and its subsidiaries,
directly or indirectly, during the registrant’s last fiscal year and the capacities
in which such remuneration was received.

Instructions.
1. If any person whose principal occupations during the last-five years are described in answer
to paragraph (b)(3) is a corporation or other organization, include the name and principal
occupations during the last five years of each principal executive officer of such corporation
or other organization.

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2. The information required by paragraph (b) need not be furnished with respect to any director
or officer of the registrant who performs the services specified solely in his capacity as such
director or officer and who receives no additional compensation directly or indirectly for
such services.
Item 25. Policies with Respect to Certain Transactions.
Outline briefly any provisions of the governing instruments limiting any director, officer,
security holder or affiliate of the registrant, or any other person in the following respects. If the
governing instruments contain no such provisions, describe the policy of the registrant with
respect to such matters.
(a) Having any direct or indirect pecuniary interest in any investment to be acquired or
disposed of by the registrant or any of its subsidiaries or in any transaction to which
the registrant or any of its subsidiaries is a party or has an interest.
(b) Engaging for their own account in business activities of the types conducted or to be
conducted by the registrant and its subsidiaries.
Item 26. Limitations of Liability.
Outline briefly the principal provisions of the governing instruments or of any contract or
arrangement to which the registrant or a subsidiary is a party with respect to limitations on the
liability of affiliated persons or any of their directors, officers or employees.
Instructions. If any of such provisions are broad enough to cover liability arising under the
Securities Act of 1933, the effect of Section 14 of that Act upon such provisions should be
indicated.
Item 27. Financial Statements and Information.
Include in the prospectus the financial statements required by Regulation S-X, the
supplementary financial information required by Item 302 of Regulation S-K (§229.302 of this
chapter) and the information concerning changes in and disagreements with accountants on
accounting and financial disclosure required by Item 304 of Regulation S-K (§229.304 of this
chapter). Although all schedules required by Regulation S-X are to be included in the registration
statement, all such schedules other than those prepared in accordance with Rules 12-12, 12-28
and 12-29 of the Regulation S-X may be omitted from the prospectus. A smaller reporting
company may provide the information in Article 8 of Regulation S-X (§210.8 of this chapter) in
lieu of the financial information required by other parts of Regulation S-X, and need not provide
the supplementary financial information required in Item 302 of Regulation S-K.
Item 28. Interests of Named Experts and Counsel.
Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).

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Item 28A. Material Changes.
If the registrant elects to incorporate information by reference pursuant to General
Instruction H, describe any and all material changes in the registrant’s affairs which have
occurred since the end of the latest fiscal year for which audited financial statements were
included in the latest Form 10-K and which have not been described in a Form 10-Q or Form 8K
filed under the Exchange Act.
Item 29. Incorporation of Certain Information by Reference.
If the registrant elects to incorporate information by reference pursuant to General
Instruction H:
(a) It must specifically incorporate by reference into the prospectus contained in the
registration statement the following documents by means of a statement to that effect in the
prospectus listing all such documents:
(1) The registrant’s latest annual report on Form 10-K filed pursuant to Section
13(a) or Section 15(d) of the Exchange Act which contains financial statements for the
registrant’s latest fiscal year for which a Form 10-K was required to have been filed; and
(2) All other reports filed pursuant to Section 13(a) or Section 15(d) of the
Exchange Act or proxy or information statements filed pursuant to Section 14 of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in paragraph (a)(1) of
this Item.
Note to Item 29(a). Attention is directed to Rule 439 (§230.439 of this chapter) regarding
consent to use of material incorporated by reference.
(b) (1) The registrant must state:
(i)

That it will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the reports or documents
that have been incorporated by reference in the prospectus contained in the
registration statement but not delivered with the prospectus;

(ii) That it will provide these reports or documents upon written or oral request;
(iii) That it will provide these reports or documents at no cost to the requester;
(iv) The name, address, telephone number, and e-mail address, if any, to which
the request for these reports or documents must be made; and
(v) The registrant’s Web site address, including the uniform resource locator
(URL) where the incorporated reports and other documents may be
accessed.

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Note to Item 29(b)(1). If the registrant sends any of the information that is incorporated by
reference in the prospectus contained in the registration statement to security holders, it also
must send any exhibits that are specifically incorporated by reference in that information.
(2) The registrant must:
(i)

Identify the reports and other information that it files with the SEC; and

(ii) State that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site
(http://www.sec.gov).
Item 29A. Disclosure of Commission Position on Indemnification for Securities Act
Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
Item 30. Quantitative and Qualitative Disclosures About Market Risk.
Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this
chapter).
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31. Other Expenses of Issuance and Distribution.
Furnish the information required by Item 511 of Regulation S-K (§229.511 of this chapter).
Item 32. Sales to Special Parties.
Name each person or specify each class of persons (other than underwriters or dealers, as
such) to whom any securities have been sold within the past six months, or are to be sold, by the
registrant or any security holder for whose account any of the securities being registered are to be
offered, at a price varying from that at which securities of the same class are to be offered to the
general public pursuant to this registration. State the consideration given or to be given by each
such person or class.
Item 33. Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K (§229.701 of this chapter).
Item 34. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).

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Item 35. Treatment of Proceeds from Stock Being Registered.
If the capital shares are being registered hereunder and any portion of the consideration to
be received by the registrant for such shares is to be credited to an account other than the
appropriate capital share account, state to what other account such portion is to be credited and
the estimated amount per share. If the consideration from the sale of par value shares is less than
par value, state the amount per share involved and its treatment in the accounts.
Item 36. Financial Statements and Exhibits.
(a)

List all financial statements filed as part of the registration statement, indicating
those included in the prospectus.

(b)

Furnish the exhibits required by Item 601 of Regulation S-K (§229.601 of this
chapter).

(c)

Furnish the following information, in substantially the tabular form indicated, as to
each type and class of securities being registered in the manner required by Item
601(b)(107) of Regulation S-K.

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Calculation of Filing Fee Tables
(Form Type)
(Exact Name of Registrant as Specified in Governing Instruments)

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Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

X

X

X

X

Newly Registered Securities
Fees to Be
Paid

X

X

X

X

X

X

Fees
Previously
Paid

X

X

X

X

X

X

X

X
X

Carry Forward Securities
Carry
Forward
Securities

X

X

X

X

Total Offering Amounts

X
X

X

Total Fees Previously Paid

X

Total Fee Offsets

X

Net Fee Due

X

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Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee
Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rules 457(b) and 0-11(a)(2)
Fees
Offset
Claims
Fees
Offset
Sources

X

X

X

X

X

X

X

X

X
Rule 457(p)

Fee
Offset
Claims

X

X

X

Fees
Offset
Sources

X

X

X

X

X

X

X

X

X

X

X

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Table 3: Combined Prospectuses
Security Type

Security Class Title

Amount of
Securities
Previously
Registered

X

X

X

Maximum
Aggregate Offering
Price of Securities
Previously
Registered

Form Type

File Number

Initial Effective
Date

X

X

X

X

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Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):
1. General Requirements.
A. Applicable Table Requirements.
The “X” designation indicates the information required to be disclosed, as applicable,
in tabular format. Add as many rows of each table as necessary.
B. Security Types.
i. For securities that are initially being registered, choose a security type
permitted to be registered on this Form from the following list of security types to respond to the
applicable table requirement:
a. Asset-Backed Securities;
b. Debt;
c. Debt Convertible into Equity;
d. Equity;
e. Exchange-Traded Vehicle Securities;
f. Face Amount Certificates;
g. Limited Partnership Interests;
h. Mortgage Backed Securities;
i. Non-Convertible Debt;
j. Other; and
k. Unallocated (Universal) Shelf.
ii. When a table requires both security type and title of each class of securities,
choose a security type from the list in Instruction 1.B.i and provide this information for each
unique combination of security type and title of each class of securities. For example, it would be
appropriate to provide the following on separate lines of Table 1:
Equity

Class A Preferred Shares

Equity

Class B Preferred Shares

C. Fee Rate.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
D. Explanations.
If not otherwise explained in response to these instructions, disclose specific details
relating to the fee calculation as necessary to clarify the information presented in each table,
including references to the provisions of Rule 457 (§230.457 of this chapter) and any other rule
being relied upon. All disclosure these Instructions require that is not specifically required to be
presented in tabular format must appear in narrative format immediately after the table(s) to
which it corresponds.

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2. Table 1: Newly Registered and Carry Forward Securities Table and Related Disclosure.
A. Newly Registered Securities.
For securities that are initially being registered on this Form, provide the following
information.
i. Fees to Be Paid and Fees Previously Paid.
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees to Be Paid” for securities to be registered for which
filing fees have not already been paid in connection with the initial filing of this Form or a preeffective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees Previously Paid” for securities to be registered for
which filing fees have already been paid in connection with the initial filing of this Form or a
pre-effective amendment.
ii. Fee Calculation or Carry Forward Rules
a. Rule 457(a).
For a fee calculated as specified in Rule 457(a) (§230.457(a) of this
chapter), enter “457(a)”.
b. Rule 457(f).
For a fee calculated as specified in Rule 457(f) (§230.457(f) of this
chapter), enter “457(a),” “457(o)” or “Other,” as applicable.
Separately disclose the amount and value of securities to be received by the registrant or
cancelled upon the issuance of securities registered on this Form, and explain how the value was
calculated in accordance with Rule 457(f)(1) and (2), as applicable. The explanation must
include the value per share of the securities to be received by the registrant or cancelled upon the
issuance of securities registered on this Form. Also disclose any amount of cash to be paid by the
registrant in connection with the exchange or other transaction, and any amount of cash to be
received by the registrant in connection with the exchange or other transaction. In accordance
with Rule 457(f)(3), to determine the maximum aggregate offering price for such a transaction,
the registrant should deduct any amount of cash to be paid by the registrant in connection with
the exchange or other transaction from, and add any amount of cash to be received by the
registrant in connection with the exchange or other transaction to, the value of the securities to be
received or cancelled as calculated in accordance with Rule 457(f)(1) and (2), as applicable.
Omit from the table the maximum offering price per unit.

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c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this
chapter) to register securities on this Form by maximum aggregate offering price, enter “457(o)”.
You may omit from any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
d. Other.
If relying on a rule other than Rule 457(a), (f), or (o), enter “Other”.
iii. Other Tabular Information.
Provide the following information in the table for each unique combination of
security type and title of each class of securities to be registered as applicable:
a. The security type of the class of securities to be registered;
b. The title of the class of securities to be registered;
c. The amount of securities being registered expressed in terms of the
number of securities, proposed maximum offering price per unit and resulting proposed
maximum aggregate offering price, or, if the related filing fee is calculated in reliance on Rule
457(o), the proposed maximum aggregate offering price;
d. The fee rate; and
e. The registration fee.
iv. Pre-Effective Amendments.
If a pre-effective amendment is filed to concurrently (i) increase the amount of
securities of one or more registered classes or add one or more new classes of securities; and (ii)
decrease the amount of securities of one or more registered classes, a registrant that did not rely
on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective
amendment to such filing may recalculate the total filing fee due for the registration statement in
its entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously
paid in connection with the registration statement. This recalculation procedure is not available,
however, if a pre-effective amendment is filed only to increase the amount of securities of one or
more registered classes or add one or more new classes. A pre-effective amendment that uses this
recalculation procedure must include the revised offering amounts as securities to be registered
for which filing fees have not already been paid in connection with the initial filing of this Form
or a pre-effective amendment for purposes of Table 1. If you use this recalculation procedure,
separately disclose that you are using it and expressly reference this Instruction 2.A.iv.
B. Carry Forward Securities.
If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter)
to carry forward to this registration statement unsold securities from an earlier registration

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statement, enter “415(a)(6)” in the table and provide, in a separate row for each registration
statement from which securities are to be carried forward, and for each unique combination of
security type and title of each class of securities to be carried forward, the following information:
i. The security type of the class of securities to be carried forward;
ii. The title of the class of securities to be carried forward;
iii. The amount of securities being carried forward expressed in terms of the
number of securities (under the column heading “Amount Registered”) and the amount of the
maximum aggregate offering price, as specified in the fee table of the earlier filing, associated
with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the
related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried
forward expressed in terms of the maximum aggregate offering price (under the column heading
“Maximum Aggregate Offering Price”);
iv. The Form type, file number, and initial effective date of the earlier registration
statement from which the securities are to be carried forward; and
v. The filing fee previously paid in connection with the registration of the
securities to be carried forward.
C. Totals.
i. Total Offering Amounts.
Provide the sum of the maximum aggregate offering price for both the newly
registered and carry forward securities and the aggregate registration fee for the newly registered
securities.
ii. Total Fees Previously Paid.
securities.

Provide the aggregate of registration fees previously paid for the newly registered
iii. Total Fee Offsets.

Instruction 3.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to
iv. Net Fee Due

Provide the difference between (a) the aggregate registration fee for the newly
registered securities from the Total Offering Amounts row; and (b) the sum of (i) the aggregate
of registration fees previously paid for the newly registered securities from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.

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3. Table 2: Fee Offset Claims and Sources.
A. Terminology.
For purposes of this Instruction 3 and Table 2, the term “submission” means any (i)
initial filing of, or amendment (pre-effective or post-effective), to a fee-bearing document; or (ii)
fee-bearing form of prospectus filed under Rule 424 under the Securities Act (§230.424 of this
chapter), in all cases that was accompanied by a contemporaneous fee payment. For purposes of
these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee
that is satisfied through the actual transfer of funds, and does not include any amount of a
required fee satisfied through a claimed fee offset. Instructions 3.B.ii and 3.C.ii require a filer
that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) or (p) of
this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a) (2) of this chapter) to
identify previous submissions with contemporaneous fee payments that are the original source to
which the fee offsets claimed on this filing can be traced. See Instruction 3.D for an example.
B. Rules 457(b) and 0-11(a)(2).
If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or
Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to offset some or all of
the filing fee due on this registration statement by amounts paid in connection with earlier filings
(other than this Form S-11 unless pursuant to Instruction 2.A.iv) relating to the same transaction,
provide the following information:
i. Fee Offset Claims.
For each earlier filed Securities Act registration statement or Exchange Act
document relating to the same transaction from which a fee offset is being claimed, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the
previously paid filing fee to be offset against the currently due fee.
Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed explanation
of the basis for the claimed offset.
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(b) or Rule 011(a)(2), identify those submissions with contemporaneous fee payments that are the original
source to which those amounts can be traced. For each submission identified, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column requires the dollar
amount of the contemporaneous fee payment made with respect to each identified submission
that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).

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C. Rule 457(p).
If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to
offset some or all of the filing fee due on this registration statement with the filing fee previously
paid for unsold securities under an earlier filed registration statement, provide the following
information:
i. Fee Offset Claims.
For each such earlier filed registration statement from which the registrant is
claiming a filing fee offset, provide the information Table 2 requires under the heading “Rule
457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the
dollar amount of the previously paid filing fee to be offset against the currently due fee.
Notes to Instruction 3.C.i.
1.

Provide a statement that the registrant has either withdrawn each prior registration
statement or has terminated or completed any offering that included the unsold securities
under the prior registration statements.

2.

If you were not the registrant under the earlier registration statements, entering
information under the heading “Rule 457(p)” pursuant to Instruction 3.C.i affirms that
you are that registrant’s successor, majority-owned subsidiary, or parent owning more
than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee
offset. See the definitions of “successor” and “majority-owned subsidiary” in Rule 405
under the Securities Act (§230.405 of this chapter).
ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(p), identify those
submissions with contemporaneous fee payments that are the original source to which those
amounts can be traced. For each submission identified, provide the information Table 2 requires
under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee
Offset Source” column requires the dollar amount of the contemporaneous fee payment made
with respect to each identified submission that is the source of the fee offset claimed pursuant to
Rule 457(p).
D. Fee Offset Source Submission Identification Example.
A filer:
• Initially files a registration statement on Form S-1 on 1/15/20X1 (assigned file number
333-123456) with a fee payment of $10,000;
• Files pre-effective amendment number 1 to the Form S-1 (333-123456) on 2/15/20X1
with a fee payment of $15,000 and the registration statement goes effective on 2/20/20X1;
• Initially files a registration statement on Form S-1 on 1/15/20X4 (assigned file number
333-123467) with a fee payment of $25,000 and relies on Rule 457(p) to claim an offset of

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$10,000 related to the unsold securities registered on the previously filed Form S-1 (333-123456)
and apply it to the $35,000 filing fee due and the registration statement goes effective on
2/15/20X4.
• Initially files a registration statement on Form S-1 (assigned file number 333-123478)
on 1/15/20X7 with a fee payment of $15,000 and relies on Rule 457(p) to claim an offset of
$30,000 related to the unsold securities registered on the most recently effective Form S-1 (333123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.
For the registration statement on Form S-1 with file number 333-123478 filed on 1/15/20X7, the
filer can satisfy the submission identification requirement when it claims the $30,000 fee offset
from the Form S-1 (333-123467) filed on 1/15/20X4 by referencing any combination of the
Form S-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form S-1 (333123456) filed on 2/15/20X1 or the initial filing of the Form S-1 (333-123456) on 1/15/20X1 in
relation to which contemporaneous fee payments were made equal to $30,000.
One example could be:
• the Form S-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000
made with that submission; and
• the pre-effective amendment to the Form S-1 (333-123456) filed on 2/15/20X1 in
relation to the payment of $5,000 out of the payment of $15,000 made with that submission (it
would not matter if the filer cited to this pre-effective amendment and/or the initial submission of
this Form S-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as
relating to a total of $5,000 in this example).
In this example, the filer could not satisfy the submission identification requirement solely by
citing to the Form S-1 (333-123467) filed on 1/15/20X4 because even though the offset claimed
and available from that filing was $30,000, the contemporaneous fee payment made with that
filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a
prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000
as the original source(s) to which the rest of the claimed offset can be traced.
4. Table 3: Combined Prospectuses.
If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act
of 1933 (§230.429 of this chapter), provide the information that Table 3 requires for each earlier
effective registration statement that registered securities that may be offered and sold using the
combined prospectus. Include a separate row for each unique combination of security type and
title of each class of those securities. The amount of securities previously registered that may be
offered and sold using the combined prospectus must be expressed in terms of the number of
securities (under column heading “Amount of Securities Previously Registered”), or, if the
related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the
maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price
of Securities Previously Registered”)”.
Note to Instruction 4.

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Table 1 should not include the securities registered on an earlier effective registration statement
that may be offered and sold using the combined prospectus under Rule 429.
Item 37. Undertakings.
Furnish the information required by Item 512 of Regulation S-K (§229.512 of this chapter).

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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of
State of

,
, on

.
(Date)
(Issuer)

By
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following. persons in the capacities and on the dates indicated.

(Signature)

(Title)

(Date)
Instructions.
1. The registration statement shall be signed by the registrant, its principal executive officer or
officers, its principal financial officer, its controller or principal accounting officer, and by at
least a majority of the board of directors or persons performing similar functions. If the
registrant is a foreign person, the registration statement shall also be signed by its authorized
representative in the United States. Where the registrant is a limited partnership, the
registration statement shall be signed by a majority of the board of directors of any corporate
general partner signing the registration statement.
2. The name of each person who signs the registration statement shall be typed or printed
beneath his signature. Any person who occupies more than one of the specified positions
shall indicate each capacity in which he signs the registration statement. Attention is directed
to Rule 402 concerning manual signatures and Item 601 of Regulation S-K concerning
signatures pursuant to powers of attorney.

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