Source
r/Superstonk•
GreedyJester

The paragraph in GameStop's prospectus about moving their shares to a new depository after 90 days is not unique to GameStop, I found the same paragraph in 44 recent filings on EDGAR

📚 Possible DD

The paragraph in question was included the Gamestop's 424B5 Prospectus and has garnered a lot of attention lately, it can be found at the top of page 16 of their 424B5 prospectus filed on June 9, 2021. It reads:

GameStop's 424B5 filing June 9, 2021

When I copy and paste this paragraph into EDGAR's full text search at https://www.sec.gov/edgar/search/, I get the following results from the last 5 years of filings:

​

5-Year Search of EDGAR Filings

The full search results can be found here though I encourage you to copy the paragraph yourself and run the search again, just to be sure I didn't screw it up:

https://www.sec.gov/edgar/search/#/q=%2522If%2520a%2520depository%2520for%2520a%2520series%2520of%2520securities%2520is%2520at%2520any%2520time%2520unwilling%252C%2520unable%2520or%2520ineligible%2520to%2520continue%2520as%2520depository%2520and%2520a%2520successor%2520depository%2520is%2520not%2520appointed%2520by%2520us%2520within%252090%2520days%252C%2520we%2520will%2520issue%2520individual%2520securities%2520of%2520such%2520series%2520in%2520exchange%2520for%2520the%2520global%2520security%2520representing%2520such%2520series%2520of%2520securities.%2520In%2520addition%252C%2520we%2520may%252C%2520at%2520any%2520time%2520and%2520in%2520our%2520sole%2520discretion%252C%2520subject%2520to%2520any%2520limitations%2520described%2520in%2520the%2520applicable%2520prospectus%2520supplement%2520relating%2520to%2520such%2520securities%252C%2520determine%2520not%2520to%2520have%2520any%2520securities%2520of%2520such%2520series%2520represented%2520by%2520one%2520or%2520more%2520global%2520securities%2520and%252C%2520in%2520such%2520event%252C%2520will%2520issue%2520individual%2520securities%2520of%2520such%2520series%2520in%2520exchange%2520for%2520the%2520global%2520security%2520or%2520securities%2520representing%2520such%2520series%2520of%2520securities.%2522

(The search timed out on me a few times, re-running the search usually worked for me)

​

If that wasn't enough, I went back and ran the search again using the full timeframe, which is all filings on EDGAR since 2001, and it returned 100 results.

The earliest use of this paragraph can be found in in the filing screenshot below, all the way back to 2003.

​

Colonial properties Trust S-3 filing in 2003 (https://www.sec.gov/Archives/edgar/data/0000909111/000104746903019338/a2111807zs-3a.txt)

That filing is in plain text (ASCII) but that whole "Book Entry Securities" looked a lot like Gamestop's "Book Entry Securities" section, so I copied both into Word (Had to clean up the ASCII text in word to correct line endings) and ran a blackline for differences between the 2 documents. Minimal changes.

​

Text compare between Colonial Properties Trust S-3 filing in 2003 and GameStop's 424B5 filing this year.

​

I don't really want to make any conclusions here but it really seems that this whole section is boilerplate text, it may have been written by a law firm for their clients and it keeps appearing in these registration statements/prospectuses year after year.

Posted Jul 15, 2021, 4:17 PM UTC

4.2K111
PaladinspectorSpace Vault Keeper, 'Knows a guy'•

good catch!

Edit:

Certainly gives us something to think about. We Apes have been fairly consistent about OOH NEW SHINY CONFIRMATION BIAS.

But good 'knowledge' DD that helps us figure out what is wheat and what is chaff is just as important as tit-jacking and houses of cards. Keep up the good work ape.

534
[deleted]•

Knowledge dd needs to take a more prevalent role than DaVinci Q tweet deciphering

107
PaladinspectorSpace Vault Keeper, 'Knows a guy'•

hunnid percent.

26
MrKoreanTendies🦍♋🥦 - Chosen One 420069 - 🥦♋🦍•

Are you me?

11
[deleted]•

I don't know... would you dip your Korean tendies in ssamjang?

6
MrKoreanTendies🦍♋🥦 - Chosen One 420069 - 🥦♋🦍•

You beautiful ant. Yes and this is the way

3
CosmicGypsie369🎮 Power to the Players 🛑•

Can't lie ... I love both

5
Odd_Professional566🦍 Buckle Up 🚀•

You should probably start then. I don't see you spending much time contributing DD.

Pretty big request for someone else's time just so you don't have to click the back button and move on.

-4†
Wherewas_Panic Buyer 🦍 Voted ✅•

Lmao someone got offended quick

7
[deleted]•

Lol dude upset.

1
[deleted]•

Lol so upset. I'm doing my part by not posting fake and shit dd.

It takes more effort to shit post than not lol

2
MrKoreanTendies🦍♋🥦 - Chosen One 420069 - 🥦♋🦍•

Wholeheartedly agree. I love when my TITTS are jocked but also love when a theory goes in the trash. It means apes are doing proper research. All of it doesn't matter because tatts are JicKed evey fucking day

7
[deleted]•

[deleted]

1
Dnars🦍Voted✅•

I remember u/atobitt found that there was an issues where DTC would not allow a company to remove its stock from DTC.

edit: changed DTCC to DTC

432
WisePhantom🦍Voted✅•

Allowing them to remove vs removing because the DTCC fails is a bit different. If I recall that was more based around the fact that GameStop doesn’t own it’s shares, it’s investors do so they don’t have the authority to remove them unless they delist.

I think Dr. T was the one that said that in her AMA video.

206
TheArt0fWar🦍 Buckle Up 🚀•

Time to break Cede & Co.'s tiny jello balls.

WE WANT OUR PROPERTIES!

Computers now run the market and that's the excuse to keep all titles under 1 company.

The excuse is to make the market more fluid and productive. But the truth is, not having to bring the physical shares allows High Frequency Trading and thus the huge problem we are facing with greedy rich people yolo retards abusing the weakness of the system.

FTD (failure to deliver) comes from when the institutions had to shut down mid day to make sure all transactions were made and shares transfered. Failing to that before 4 o'clock resulted in a FTD.

This is a rigged system and they want to keep it that way, even if it means risking jail time.

Hence why a LOT of companies are starting to try and figure how to circumvent this huge problem of not having physical shares.

We turntablin' apes! GG

143
Gotei13S11CKenpachi🎮 Power to the Players 🛑•

Wields crayons wildly...

I imagine that in 'my' thesis... GameStop figured out a long time ago as well as others it couldn't 'wrest' control of the actual shares. Not all hope is lost however, there are a few silver linings.

A) They can issue a new ID for the stock and a share recall simultaneously which would lead to a catarastophe. ;spelled wrong on purpose;

B) They 'could' issue a dividend in cash. However, it's impossible to find some extra money laying around and disburse it into each and every account who owns a `share` without anyone being the wiser of where it come from, just happy to have received. This could be exploited I imagine.

C) 'NFT' creation/delivery 'delivered' to the DTCC for disbursement and refused because no one can 'prove' the books... that would constitute a failure to deliver dividends, leading the prospectus in the only direction it has left. Within 90 days if not appointed by GameStop, 'GameStop' will have to name/provide a Trust/Deposit to 'control' the shares or GameStop will be allowed to create/distribute their own securities which will have to be covered by the market makers/institutions/participants because of the way in which the securities get relabeled (see option A).

edit #1: May the odds be ever in your favor.

Edit #2: No Dates can be possible it just says 'within'... BUCKLE UP!

66
[deleted]•

[removed]

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polypolipauli🦍Voted✅•

Markets are healthiest with competition, yet the DTCC thinks it can best serve a healthy market by being a monopoly.

Ironic

56
TheArt0fWar🦍 Buckle Up 🚀•

Yeah.

It's ironic how human beings always get lied to in order to be abused.

You can trace those words back through our WHOLE history.

Today, we turntablin' homie!

24
kitties-plus-titties💎 Diamond Titties 💎 Diamond Clitties 💎•

Delist in the same way that JPM delisted from DTCC?

4
WisePhantom🦍Voted✅•

As in no longer Public. Usually this is because of a merger/acquisition (GameStop bought out by someone), bankruptcy (not a chance), or violation of exchange rules. It can also happen if they no longer want to be publicly traded. In that case they would be transitioning to Private funding with no public shares.

I’m sure there are other examples, but the bolder part is what I was referring to.

Edit: See discussion below with u/oniaddict. Updated to clarify that privately owned companies still have shareholders.

6
kitties-plus-titties💎 Diamond Titties 💎 Diamond Clitties 💎•

So then maybe that's exactly the goal here.

If Wall Street isn't going to play by the rules anymore (because everyone knows it and no one wants to do anything about it). It is what it is. It works. It keeps them rich so their just going to keep doing what their doing.

The Federal Reserve System is unconstitutional and was deemed so in court. No one's ever successfully done anything about it or challenged it. So it's done it's thing and kept them richer and us poorer.

Until now.

He's reinventing currency. He's going to create an Ethereum based marketplace where the banks and Wall Stret predatory practices can't do fuckery anymore.

Be 🇺🇲FREE🇺🇲 of banks. A truly free and fair marketplace once and for all.

"Something that retail has NEVER done before."

Escaped greedy capitalistic cronyism with blockchain. What company wouldn't jump on board with safeguards and protection like that?

Bye Felicia.

Enter GMERICA 🇺🇲

Power to the Players

Power to the Creators

Power to the Collectors

I hope I'm not the first to this conclusion, however.

12
oniaddict🎮 Power to the Players 🛑•

There are private companies that also have shareholders. The one that I am familiar with has specific rules on how you can sell your shares.

1
Alternative_Court542🦍 Buckle Up 🚀•

The DTCC has legal ownership and when you purchase a share you become the legal beneficiary but not the owner

2
PaladinspectorSpace Vault Keeper, 'Knows a guy'•

https://www.sec.gov/oiea/investor-alerts-bulletins/ib_dtcfreezes.html

This one?

21
ItzBoogieMan🎮 Power to the Players 🛑•

Anyone know what’s up with atobitt? No activity for almost 2 months but his most recent comment, in GME melting down.

8
RaggedyAnn1963❤ The GrandNANA Of 🦍🦍❤•

Not true. He made a DD post yesterday. Check his profile.

1
ItzBoogieMan🎮 Power to the Players 🛑•

This was 6 days ago bro

2
RaggedyAnn1963❤ The GrandNANA Of 🦍🦍❤•

I just saw that lol sorry

1
GME2stocks2retire🎮 Power to the Players 🛑•

What does SR-DTC-2021-14 mean if it’s basically suggesting the DTCC Will not be responsible for handing out a NFT dividend? Does this still fall under the context of failing as a clearing corporation?

1
manbeefFuck no I'm not selling my $GME•

Yes we've already known that it's boilerplate not unique to GameStop.

I do find your conclusion of only finding 100 similar results in 20 years interesting, though. How many filings have occurred in 20 years? 10,000? 100,000? I have no idea, but my point is that a very low percentage of filings have this boilerplate. Many of those 100 are likely the same companies re-filing year after year as well.

It's not just some generic junk GameStop threw in there. It has meaning, and not too many other companies have bothered to include it.

155
Ksquared1166•

Yes. My concern is that (if you read and agree with the glass castle DD) then a filing with this as far back as 2003 most likely had nothing to do with crypto. GameStop could have searched filings to find an already used message that has the points they need but OP gives reason to question that DD and line of thinking. I got super excited yesterday about the glass castle DD but haven’t had a ton of time to do my own research to validate it. I hope to do that this weekend.

32
Odd_Professional566🦍 Buckle Up 🚀•

Why shouldn't they search for a precedent? They obviously would do DD on the subject to see all their options. Using a genetic message that had been used before without alarm means they can do the same and not be blamed for triggering MOASS.

6
Ksquared1166•

Yes, I agree. My comment was more aimed to outline “it’s plausible that they did it this way. But it’s also plausible that they didn’t.” Just staying neutral until I have proof. Buy and hold

2
oapster79💻 ComputerShared 🦍•

Simply put, the possibility exists.

26
[deleted]•

[deleted]

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turdferg1234🦍Voted✅•

There are unlimited ways companies could world a clause that has the same effect. I would bet that virtually every company has some provision like this that states the company has control over its own shares.

2
deadlyfaithdawnNot a cat 🦍•

10 companies in 5 years is still a very very small segment of EDGAR filings.

110
baRRebabyzNightmare on Wall Street 🩸🔪•

wonder if any of these companies had their balls shorted into their stomachs too?

41
turdferg1234🦍Voted✅•

Other companies will most likely have a similar provision that is just worded differently.

5
RockHoundinSpace🎮 Power to the Players 🛑•

Doesn't the question of how many other companies have this type of language in their prospectuses come along with the question of why they would use this type of language in the first place?

I don't think its to far of a reach to say that if GameStop is really trying to build a new exchange where the type fuckery we are seeing every day isn't possible, then other companies are going to want to follow them.

109
theclaireperson🎮 Power to the Players 🛑•

The fact they have the same slogan as the index coop is confirmation enough for me. Power to the players, creators, collectors 🙌🏼

52
Odd_Professional566🦍 Buckle Up 🚀•

And Gamestop would probably use a body of text with some precedent. Less likely for someone to say they triggered the MOASS if they do switch over.

8
thecabbagefactor•

honestly 100 in the last 20+ years is not much, i will add out of those 100 a lot are duplicates so it is much less than 100 companies; there are only 24 companies when you filter out the repeated filings. 13 of them are in real estate/hotel type sectors based on their names which is also interesting. i have no doubt that other companies have wanted to say fuck the DTCC, someone with some time could check the companies in the search to see if any flags.

63
Laffingglassop🎮 Power to the Players 🛑•

Yeah. Doesnt mean much other than others have tried and failed before. Hardly surprising

11
thecabbagefactor•

they left the opening to try if they wanted, never attempted from what i can tell. most contracts have things in them that will never be used or validated but are there just in case. i would consider it failure if we could find where one of these tried to leave and could not.

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Laffingglassop🎮 Power to the Players 🛑•

I wouldnt even consider that failure my mans. Just cuz someone else trys and doesnt succeed doesnt mean ryan wont succeed

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thecabbagefactor•

i mean those companies if they tried and did not succeed would be failure, i am not referring to gamestop. just the older ones on the list.

4
Mercenary100🦍Voted✅•

Fantastic what the fuck does this mean and don’t give me buy and hodl

18
Simpull_mannCustom Flair - Template•

Hodl and buy

16
Mercenary100🦍Voted✅•

Fuck me when you put it like that it makes more sense

14
Simpull_mannCustom Flair - Template•

Took me a while to figure it out too. No worries mate.

7
groovicool486🎮 Power to the Players 🛑•

i believe someone confirmed that it was boiler plate wording *three weeks ago. can’t seem to find the link atm

*edited: because i have no realistic concept of time also: found the link. it’s down a few comments

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rocketseeker🦍Voted✅•

The lawyer guy, right? Though not sure it applies to this, I think he was talking about something else

3
noithinkyourewrong•

"the lawyer guy" is called Wes Christian.

4
ultramegacreativeSimian Short Smasher 🦍 Voted ✅•

In Texas, we call him Lawyer Guy

7
noithinkyourewrong•

You do you, I just think it's a little disrespectful when you know his name.

2
[deleted]•

[deleted]

2
groovicool486🎮 Power to the Players 🛑•

different lawyer guy

2
RedAkino🦍 Buckle Up 🚀•

Did/does Overstock have the same language?

13
soberdudeQuestion Everything and Hodl 🦍 Voted ✅•

Thank you for this.

Just a thought, what if it's boilerplate, but it's boilerplate because these companies are looking for a way to use a different clearing house? They'll keep it in there until a new (Blockchain?) market is viable. Then they can move once the DTC fails. And they can do it with a good NFT.

Maybe they expected the new market to be ready before now, but it's being built Brick by Brick.

13
AHOIYPsyops Infiltrator 🗿•

If they were to move their shares somewhere, it wouldn't be on a blockchain. In the prospectus it says it can only be to another bank or trust.

1
soberdudeQuestion Everything and Hodl 🦍 Voted ✅•

I don't understand your point. They could move it to a trust that keeps track via Blockchain. Unless I completely misunderstand what Blockchain is.

3
LazyTrader007🦍Voted✅•

Regardless of that if RC decides to issue a NFT dividend it’s game over.

7
ArcherInnovations🎮 Power to the Players 🛑•

Using www.edgarcompany.sec.gov I found that there are 1,198,222 companies since inception (not filings, COMPANIES) that have filed with EDGAR, 252,264 companies have filed in the last 5 years (since 2016), and 97,971 COMPANIES ALONE since 01/01/21. I’d say 44/97,971 is an extremely small number of companies

6
Doom_DoucheI'm D🟣ing My Part - 🩳 Я 🖕•

The hero we need

5
gavion92💻 ComputerShared 🦍•

Thank you - I understand the sentiment here, specifically with what could be considered good news on the forefront, but we all need to taper expectations and just be patient. None of us are selling, this is hitting different media sites and ultimately the clock has been ticking for sometime now.

Now that I've been on this subreddit multiple times a day for three months, it is apparent that a lot of new apes get super hyped because someone misconstrues something, with no discussion contrary views or research.

Appreciate the work ape, I was going to comment to a post yesterday about this topic here, but did not have the time to find the post by Atobitt as mentioned below. I knew that this was a copy pasta legalese paragraph as substantiated previously. Didn't have the time nor the energy to do the work though.

5
vasDcrakGaming❄️Alaskan⛄️Bull🐂Ape🦍❄️•

Now in how many instances did the words “short squeeze” and this 90 days appear ?

4
Huckleberry_007🎮 Power to the Players 🛑•

Within, not after.

3
RyanMcCartney🏴󠁧󠁢󠁳󠁣󠁴󠁿🦍Tartan Ape 🦍🏴󠁧󠁢󠁳󠁣󠁴󠁿Alba Gu Bràth💪🏻🚀•

Out of curiosity…. Of the 44 filings, does anyone have particular interest in removing the DTC from the equation?

3
FeedHappensretarted•

Thank you for bringing more clarity to superstonk and reducing the echo chamber.

3
[deleted]•

[deleted]

3
tardnugget💻 ComputerShared 🦍•

Yes, most of their filings are boiler plate.

2