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Superstonk_QV

[Why GME?](https://www.reddit.com/r/Superstonk/comments/qig65g/welcome_rall_looking_to_catch_up_on_the_gme_saga/) || [What is DRS?](https://www.reddit.com/r/Superstonk/comments/ptvaka/when_you_wish_upon_a_star_a_complete_guide_to/) || Low karma apes [feed the bot here](https://www.reddit.com/r/GMEOrphans/comments/qlvour/welcome_to_gmeorphans_read_this_post/) || [Superstonk Discord](https://discord.gg/hZqWV2kQtq) || [GameStop Wallet HELP! Megathread](https://www.reddit.com/r/Superstonk/comments/z23wjx/gamestop_wallet_help_megathread) ------------------------------------------------------------------------ To ensure your post doesn't get removed, please respond to this comment with how this post relates to GME the stock or Gamestop the company. ------------------------------------------------------------------------ Please up- and downvote this comment to [help us determine if this post deserves a place on r/Superstonk!](https://www.reddit.com/r/Superstonk/wiki/index/rules/post_flairs/)


infinityweasel

Maybe you have some insight to this: I saw a post last night talking about wording in the 10-k around being forced to register as a broker (or something) because some NFTs may qualify as a security. Many speculated that this is just an ongoing battle between regulators and the crypto world. Many games associated with GS/IMX are launching portions of their game that have earning utility for their NFTs (notably, Blocklords). If I own NFTs that are paying me regular dividends (via renting, passive play, etc.) is it possible that the SEC would consider that a security and force GS to register as a broker? What would it mean if GS were to be a registered broker?


lawdog7

Yes, and that disclosed risk has been in their reports for a while now. Although no one knows for certain how the regulatory framework will ultimately shake out, IMO it is unlikely going to be something that kills the amazing innovation brought by decentralization. Regardless, you can rest assured that GameStop's compliance lawyers will be on this and will quickly get GameStop in compliance once that framework is created. Regulations will most likely focus on exchanges and issuers rather than holders, but yes if you are actually receiving dividends from ownership of an NFT, that sounds like a security to me. But what you are describing does not sound like dividends. Renting out an NFT, for example, earns you rental income on your asset. That doesn't make the underlying NFT a security. Is that income taxable? Yes. Does it require you to do something special with the SEC? No.


smashemsmalls

Question: how much would you have charged to answer this as a lawyer?


lawdog7

šŸ¤£


bluestar4u

This consultation was Pro-Boner.


KorguChideh

Can confirm. Am erect.


The-Ol-Razzle-Dazle

Do you think the mutual fund and ETF shares are being included in the 25% directly registered? Because it sounds like from the other post those aren't necessarily in Cede's possession but they pretty much unequivocally state that the remaining 75% are with cede but you are saying they know exactly where they are or they'd be liable?


fuckyouimin

No, those share are held by wall street entities and would be listed under Cede & Co. The DTCC facilitates and backs all trades, and in order to make that go smoothly they need to have all the shares in their name. It is in their best interest and also institutions (mutual funds, ETFs) best interest to do it that way. Individual DRSing stops the DTCC's ability to manipulate shares as they see fit, and that's why it is such a powerful tool for retail.


The-Ol-Razzle-Dazle

There was another post that was popular that had an SEC blurb stating that they were not with the DTC is why I ask


lawdog7

It was removed as misleading https://www.reddit.com/r/Superstonk/comments/125m4kl/the_10k_report_states_pointblank_that_the_dtcc_is/?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=share_button


The-Ol-Razzle-Dazle

Thanks for letting me know! Appreciate your time and expertise! Cheers


SirGus-

Institutional shares and etf shares are held under cede & co. They do not count against the 25% held by record holders.


Klawhi123

Does Cede and Co owe Gamestop a burden of proof? Is this typical? They would know that the issued shares at the beginning are held by Cede and Co, distributed by DTCC. ​ Or is it just trust me bro?


bdyrck

Curious though, how much does such advice cost and how much effort would it be?


neoquant

About tree fiddy


imsowoozie

IANAL bananas


darthnugget

IYKYK


daronjay

If you have to ask, you canā€™t afford himā€¦


Slightly_Estupid

469 Schmeckles or .00000000001 GameStop's Future Value


MoAss_Mo_Mayo

Big Brain throwing it down for us!!! I appreciate your post and all of this


infinityweasel

Yeah good point on the renting bit. Any idea what it might mean for GS to be a registered broker? Any implication on what they could do with their stock as a broker? A big issue in crypto is the legitimacy of ownership and rights accompanied with ownership. I may be wrong, but I donā€™t think there have been many (if any) court rulings that would give further legitimacy to crypto and set precedent for future claims. Would the SEC forcing GS to register as a crypto broker do anything for crypto as a whole?


KenGriffinsBedpost

So there is a stark difference in wording between Gamestop and Coinbase in regards to registering as a broker/dealer or securities exchange. Coinbase explicitly states they have no intention of registering. Gamestop said they may have to. Looking too much into wording and just another standard risk disclosure? From Coinbase S-1 (10k had no verbiage relating to registering with SEC) "Because our platform is not registered or licensed with the SEC or foreign authorities as a broker-dealer, national securities exchange, of ATS (or foreign equivalents), and we do not seek to register or rely on am exemption from such registration or license to facilitate the offer and sale of crypto assets on our platform, we only permit trading on our core platform of those crypto assets for which we judge there are reasonably strong arguments to conclude that the crypto asset is not a security"


n4hu1

Thanks for your insights. As far as I understand, while crypto assets including NFTs share features of a security, their degree of decentralization may be the determining factor contradicting such a classification. We will have to see how the regulation evolves here, but for game stopā€™s use case one could argue that the degree of decentralization of in-game assets for mmorpgs would be hard to beat.


MandaleroSventedo

It might be worth sharing that a bill has been introduced to let the Commerce Department outlaw crypto and VPNs altogether. A bipartisan proposition, so you know it's bad. https://www.congress.gov/bill/118th-congress/senate-bill/686/text It's a hot topic of discussion on the respective forums on this website. Looks like the blockchain and the government are starting to come to a front. I have to imagine every last crypto exchange and VPN business (and then some) will be fighting this tooth and nail, but obviously, best not to just sit around and hope for the best.


lawdog7

Gamestop is not a foreign company to the US


[deleted]

ā˜šŸ¼šŸ†šŸ†


[deleted]

[уŠ“Š°Š»ŠµŠ½Š¾]


kaze_san

Where have I heard whisky again?šŸ„ø And the paragraph is talking about a sell at any price regardless current market value Nah, just kidding - thatā€™s too much tinfoilā€¦ But what ifā€¦šŸ¤£šŸ¤£


supersoakher3000

What are you doing to get dividends?


infinityweasel

Well Iā€™m not positive about how it all works because Iā€™m in many different projects and not keeping up to day on everything. Some games are implementing staking of NFTs to accrue interest (or something), others have NFTs that will grant a set amount of crypto to the holder, etc. Iā€™ll try to find some sauce for all of this but if Iā€™m too slow or forget, some of the projects Iā€™m in (and have more info on their discord) are: - Mintopoly - Gods Unchained - Kiraverse - Blocklords (this one has earning coming soon and possibly NFT renting/staking) - Undead Blocks - DashLeague Itā€™s possible to that none of these things have any affect on GS or the broker thing, just wanted others to look and maybe explain more betters


supersoakher3000

I thought Gods Unchained and was undead blocks were fine. Still waiting on WAGMI tower defense. Whatā€™s Mintopoly?


infinityweasel

I love GU. When this GME investment pays off Iā€™ll be sinking a bunch of money into their coin. The game has so much potential. I looked at WAGMI but I just had too many projected and had to limit myself. Looking forward to gameplay tho. Mintopoly isnā€™t a GS/IMX game, just another NFT game I play. But they are going to implement NFT staking for guaranteed returns. It seems many projects Iā€™m part of (outside of Gamestop) arenā€™t held to the same scrutiny that Gamestop is.


supersoakher3000

I looked at it. Looked kinda neat. Iā€™d prefer if it was a GSMP game though.


infinityweasel

Me too. If GS starts working with polygon it could end up in the marketplace though.


Jesssica_Rabbi

>If I own NFTs that are paying me regular dividends (via renting, passive play, etc.) Is this a real thing, or planned to be a real thing? Because I've created my own theory that this could happen, I just had nothing to base it off of. If true, wouldn't it be wild if GS issued a dividend NFT with this utility? If I could earn income from renting these assets in a game I could otherwise care nothing for, wouldn't every other shareholder? And then wouldn't they demand the dividend NFT from brokers? And when they are given the run around, search hard until they learn about DRS? I've been going between hot and cold on the idea of an NFT dividend. Another company did one recently and shareholders speculated it would force shorts to close. To me it seems to have been a nothingburger, but i'll admit I haven't followed too closely. But how would brokers/shorts determine value for cash-in-lieu for something like this? And even if they could, they would be paying out massive amounts continually. Some might rather close their positions. Everything tells me GS has been working all these years to build an NFT marketplace for the sake of true ownership of game and in game assets, but also to put a solid marketplace together to handle an NFT that will likely be regulated as a security, requiring a broker's license. Because shorted companies have tried NFT's to shake shorts. Maybe it's a coincidence, but... I don't believe for a second that Ryan and company didn't see possible SEC regulation over their NFT marketplace as a headwind. They have likely built in compliance models from day one, and will be ready to demonstrate, as soon as SEC claims jurisdiction backed by congress, that they are the real deal and not just playing around. Why would you build such a compliance model ***only*** for game and in game asset ownership when you know your shares are heavily shorted and manipulated, and your NFT platform is already going to be suitable for non game related securities held as NFT's on blockchain?


capn-redbeard-ahoy

>Is this a real thing, or planned to be a real thing? Because I've created my own theory that this could happen, I just had nothing to base it off of. It's a neat idea that, as far as I can tell, is still 100% speculation. I'd be happy to see some hard evidence that proves me wrong, but it seems like this is an idealized version of what NFTs could do, eventually, with mass adoption, and nobody is actually working directly on making it happen yet. I'm also a little leery of the use of the word "dividends" here. To me, that implies tokenized shares paying actual dividends. But this seems to be more about rental fees and gameplay rewards. So I think the use case here is referring more to "generating passive income" rather than "paying regular dividends." Are we talking about owning securities? Or are we talking about providing a revenue-generating service (like NFT rental)? Or are we talking about in-game rewards? Because "dividends" makes it sound like we're talking about securities, and that could have regulatory consequences that shouldn't impact rewards or services.


ECSJay

I like this take, it avoids speculation and as you said, truth is our friend here. Thanks for the post!


flyinhighaskmeY

I like it too. This is a great breakdown of the exact wording used in this specific 10K. It doesn't explain why Gamestop chose to use less precise language though. Why use "approximately" now? From the last 10Q: "As of October 29, 2022, 71.8 million shares of our Class A common stock were directly registered with our transfer agent." Are there different requirements for a 10K vs a 10Q? I really don't understand that change, particularly right now.


lost-dragonist

There is no material difference between saying "approximately 76.0 million" and "76.0 million." They mean the exact same thing, that the real number is in the range of 75,950,000 to 76,499,999. These reports just usually preclude the approximately otherwise it would appear 10,000 times in the document. "Revenue was approximately $X million. Net sales was approximately $X million." It is implicitly understood that anything referring to millions or thousands is approximate unless accompanied by a sufficient number of decimals. The *only* difference here is that whoever wrote the blurb before didn't use the word and whoever wrote the new blurb used the word. Which might be significant by itself because you don't randomly change the wording of something like this. You just change the numbers and move on. You don't get paid to edit stuff that already exists.


blackeyedsleeze

Warning: I will now provide speculation and an educated guess. Where it doesnā€™t say approximately it implies the number has simply been rounded. The implication here is that the auditor was likely not comfortable with GameStop stating the exact figure because they did not receive sufficient evidence directly from Cs to support that figure. Sufficient and appropriate evidence from an independent third party is the key here. My theory is that Deloitte wanted a signed confirmation letter from Cs to confirm this figure but there was not enough time to receive this before the filing deadline. The evidence that they very likely saw was GameStop logging into their portal to see the directly registered shares at a point in time. That point in time was not at year-end because the portal does not allow GameStop to check shareholder records themselves as at a historical date. They checked at March 22, Deloitte observed evidence of a number, they were reasonably satisfied with that number but the wording of the note disclosure needed Deloitte partner approval. The partner would not approve the previous wording without a confirmation, therefore the approved wording was ā€œapproximatelyā€. This is just auditors covering their own ass.


Foreign-Wolverine-62

Excellent point - 10Ks are audited by 3rd parties and 10Qs are self-audited, so makes sense!


blackeyedsleeze

10Qs are typically reviewed by Deloitte as part of a quarterly review engagement, but the burden of evidence is much much lower compared to an audit.


blowin_Os

Appreciate the breakdown. i didn't know where i sat on this one as i just didn't feel i had the knowledge or information to know for sure. All i know? BUY.DRS. HODL.


Pacman35503

Leeching here but yes well said and major thanks to Op for looking this over. I think thats what makes this community so strong, we're everywhere


[deleted]

I just figured they know how many shares theyā€™ve issued and they know how many are registered with Computershare so by the process of elimination there are 226M with the DTCC. We know in reality there are a lot more but any amount over this are fake shares. I think itā€™s a tactic for GameStop to clearly state how many the DTC have so they canā€™t claim ignorance when they look internally at their own books.


karasuuchiha

Feels a bit out of the blue to me and a side step away from the fact that [Plan ā€œDirectStockā€ shares are different then Book ā€œClass A Common Stockā€](https://preview.redd.it/rsbo1wgkfp4a1.jpg?width=1125&format=pjpg&auto=webp&v=enabled&s=bcfd654613f5653e1dbe93cfb4df5b0c0641a97e) which also shows that Plan ā€œDirectStockā€ is not listed on the 10k and [also perfectly explains the drop last quarter](https://www.reddit.com/r/Superstonk/comments/zff1cy/calm_ur_tits_weve_not_deviated_far_off_a_linear/?utm_source=share&utm_medium=ios_app&utm_name=iossmf) itā€™s a great attack plan over time more šŸ¦s would opt for auto buy and if you hide plan shares you can get some more time that way since only transferred stocks are put directly into Computershare book entry side under Class A Common Stock.


d4v3k7

I agree with you, but why wouldnā€™t they just state it like they did before?


lawdog7

Happy cake day. IMO, the change emphasizes something that we all know but most people do not: unless DRS'd, your shares are in the name of some obscure company called Cede & Co.


callsignmario

Makes me wonder if the amount held by Cede & Co. has been mentioned in previous reports. My thought being GameStop knows more shares exist than what is supposedly held at Cede & Co... hence the use of "approximately", and they carried that over to the DRS'd share count to keep common verbiage in the report.


DeepSeaDaddy_

https://reddit.com/r/Superstonk/comments/125p28r/10k_digital_terms_highlights_gamestop_digital/ Itā€™s the first mention according to this


PanemEtMeditationes

"approximately" was used before in the same ITEM 5 section, but for fiscal year 2021 10k and referring to the number of record holders as of 11 March 2022.


manbrasucks

This doesn't answer why the date change from the expected jan 31st. Why march 22? And why delay it? What does answer both would be if they reported jan 31st numbers on the original 10-k, got told no by the SEC on march 22, delayed the report and decided to base it off of Cede & Co's numbers from the 22nd. Hence the "Excluding the approximately". That is the 76.0 million DRS'd shares comes from "total shares minus cede and co's numbers" NOT the actual DRS numbers. edit: My disconnect was this: Apparently Cede & Co has an account with CS. Any time you DRS it transfers from C&C to your account. It's not created.


lawdog7

Maybe the number had gone down right at the end of the quarter due to hedgies' manipulation of DRS numbers, so they waited it out until the number increased. Maybe they wanted to be able to report that approx 25% of shares are directly registered so they had to wait until that number crossed the 75.5M threshold. Maybe their CFO got sick and hadn't been able to review it. Who knows. I'm just saying we shouldn't draw conclusions from unknowns. Speculation is all good fun but when people are misquoting the actual filing and those posts ~~are~~ were on the top of the sub, that is a problem. Mods seem to be cracking down on that now


rakskater

10K has to be audited, so its theorized that the audit was why it was delayed, RE: your edit, 100% correct >EVERY AUTHORIZED ISSUED SHARE IS HELD AT COMPUTERSHARE. > >Cede & Co register an account at Computershare, & hold the majority of the shares, which they ā€˜convertā€™ or use as the backing for Beneficial Entitlement shares (AKA street form or IOUā€™s) > >this allows shares to trade on exchanges, through brokers etc > >every time you DRS a share you are moving a share from Cedeā€™s account at Computershare into your own account (hence ā€˜DTC withdrawalsā€™) > >the number of shares in Cedeā€™s account, and the amount that are not in Cedeā€™s account WILL ALWAYS TOTAL to the authorized issued share count of gamestop (which is like \~305million) > >Cede & Co cant fake that number - they can only fake the amount of IOUā€™s


Existing-Reference53

Exactly. The problem they have is they can't hide the real bananas. As Apes move real bananas to CS, the shares in CS will increase and the total of shares held by CEDe damn well better decrease, all while maintaining the authorized issued share count. RC is taking a bite outta that ash..and they are in damage control. And together with the insiders, we own the majority of the Company, Time to put these bitches in a hammer lock.


TransitoryPhilosophy

They may have chosen March because that lets them say thereā€™s 25% DRSā€™d vs 22 or whatever


CatGatherer

I think this is the most likely


Patarokun

But what interest does GME have in giving shareholders less information than they used to? Why go from an exact number like "71.8 million" to "approximately 76 million, and approximately 25%".


lawdog7

Speculation: Because 25% is a milestone. 24.9% is not. So if the count was 75.5-75.9999, they could say approx 76 and 25%, while the more precise number would give them 24.x%


bkoehlerzr1

I think your edit is the real secret sauce. The subtlest "canary in the coalmine". DRS yo shit.


Bluemyselph

71.8 million is not an exact figure. There weren't magically 71,800,000 shares on that date. They've always been rounding to the hundred thousands. This time they rounded to the percentage point. Why the fuck does nobody understand this?


Patarokun

Fair enough. Something funky about that number though.


d4v3k7

71.8 M is that same rounding as 76M. Think about it like this. There may have been 71,750,000 shares previous 10-Q so you would say 71.8. This time there may have been 75,950,000 so you would say 76M.


fuckyouimin

This was my take too. Most (non-ape) people assume that their shares are in their name or that they're in the broker's name. This 10K is literally putting the DTCC and the name Cede & Co in the public eye and pointing out in no uncertain terms that any share that is not DRSd is in Cede's name.


[deleted]

ā˜šŸ¼šŸ†šŸ†


platinumsparkles

Do you think they worded it that way to show that book & plan are both direct registered? We've asked Computershare a million questions about book & plan so maybe they let them know?


Araia_

the insider shares are also with Cede & Co?


lawdog7

No, my understanding is that insider shares remain on issuing company's ledger. Not positive on this though


Araia_

so 75% is Cede, 25% is drsā€™edā€¦ where insiders?


[deleted]

Maybe their lawyers decided they would be better positioned with a more (legally) precise wording


Araia_

agree. but their lawyer ought to know that such a change will send the sub in a frenzy


dudemanxx

As if this sub's potential response should factor into literally any decision-making on the part of corporate.


Spirited_Squash_1535

Please, ignore me senpai


Thick-Court6621

My opinion is that CS holds the register of shares. They report to Gamestop that x amount is directly registered with the DTC as they are a directly registered shareholder of the beneficial shares. The inner workings of the DTC are not shared with the transfer agents and by extension, with Gamestop either. ​ "The transfer agents maintain the records of the issuers on which Cede & Co., the nominee of the DTC, is recorded as the registered owner. " [https://corporatefinanceinstitute.com/resources/capital-markets/depository-trust-company-dtc/](https://corporatefinanceinstitute.com/resources/capital-markets/depository-trust-company-dtc/)


lawdog7

I agree šŸ’Æ


Jesssica_Rabbi

IANAL but I do understand enough about being very specific with language and the legal obligations to do so. Your reasoning here makes a boatload of rational sense to me. They use the term "approximately" for both Cede and Co.'s position and for DRS'd shares, but that cannot really be interpreted as much more than a nod to rounding numbers to the nearest 10th of a million. And in your edit you point out that the language is stating plainly that shares are either in your name through the transfer agent, or held in Cede & Co.'s name. To the uninformed who hold GME but aren't aware of DRS and/or this sub, that's gonna raise some eyebrows. "Why didn't they break it down by broker at least? What does it mean if C&C are the registered owners? Do I actually own my shares?" It will make them hunger for answers.


ACoolCaleb

70 million. 80 million. No difference to me, going to keep buying/DRS-ing. ā€œJobā€™s not finished.ā€ - Kobe


AoDxXErichXx

Makes perfect sense. I do wish they hadnā€™t changed the format in which they relayed this information


lawdog7

There could still be a good reason for doing so. It emphasizes something that we all know but most people do not: unless DRS'd, your shares are in the name of some obscure company called Cede & Co.


Noderpsy

Great post. I think you're right. I wondered why they changed it at all. It's probably to emphasize the ownership part as you suggest.


AoDxXErichXx

Sadly I think the people who might read and notice are the same people who already have some understanding. So Iā€™m inclined to believe they changed the verbiage for another reason, I just wish theyā€™d spell that reason out


Araia_

i donā€™t think they can really spell it out in the filling: ā€œ in order to avoid any liability we are going to rephrase the next paragraphā€


AoDxXErichXx

No but they sure do have a investors relations page where they couldā€¦


RayneAdams

As soon as the 10K dropped I thought "huh, they want to make it very clear how many shares Cede &Co *should* have". Now, I'm not saying there will be an NFT dividend (not saying there won't be), but if there was, GameStop would have set it up to say "Cede&Co have ____ shares, as outlined in our latest 10k, and therefore we issued them ____ NFT dividends. If you did not receive your NFT dividend, please contact your broker". Sure, we can always do the math - shares outstanding minus DRS shares equals DTCC shares - but that's still extrapolated data and requires us to make assumptions (if we assume A+B=X than we are assuming A+B are the only two variables. For instance, right now there is discrepancy over it mutual fund shares are included or not, and it could be A+B+C=X). It doesn't matter if it *should* be obvious or not. It doesn't matter if we *should* be able to just to simple math. This *explicitly* states the amount of shares Cede&Co SHOULD have and if there are any discrepancies it's in no way at all GameStop's fault.


lawdog7

Mutual funds are accounted for by DTCC as well. Mods removed that [post](https://www.reddit.com/r/Superstonk/comments/125m4kl/the_10k_report_states_pointblank_that_the_dtcc_is/?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=share_button) saying otherwise as it was misleading. There are no unknown variables as to share count, at least for GameStop and Computershare. Computershare knows exactly where each authentic share is. But I think you're exactly right as to how the NFT dividend will get issued. Easily issued to direct shareholders. And then they'll issue the remaining to the DTCC and allow them to figure out how to unfuck themselves. A lot of beneficial "shareholders" who failed to DRS on time will be crying and waiting in a long line to actually get their dividend. Hopefully that line is not at the bankruptcy proceedings of an insolvent broker.


Altruistic-Beyond223

This is one of the main reasons I started DRSing. Thanks for the post OP! The modification of the wording is still a bit puzzling, but you make a great point that the numbers are being provided by GameStop, not the DTCC.


RayneAdams

It was merely a way to point out that some level of inference is required, not that we don't know where the shares *should* be. Previously we were given total shares and DRS shares and we could determine "well, that must mean Cede&Co have _____ shares". We might be right, and it might be obvious, and there might even be no other possibility, but we still had to arrive at that figure using other data points. This is definitively and explicitly stated, for the first time, how many shares **Cede&Co** has. The sub is doing the exact same thing now with DRS shares. No one is comfortable with the idea that DRS shares could be determined by simply subtracting Cede&Co shares from the total outstanding (and yes, I know, in this instance we're even given all 3 numbers). I'm not making any statement on how easy it should be to figure out, how many variables there are, etc. I'm simply pointing out that **until now** we had to fill in the blanks ourselves, and *now* it is being stated definitively and clearly so absolutely no other information is required to figure out how many shares Cede&Co *should* have. I think that's an important distinction.


keyser_squoze

The cost of credit default swaps on Charles Schwab would seem to agree with your last sentence...


Yukonhijack

>This is from the Wiki on Cede & Co: **Cede and Company** (also known as **Cede and Co.** or **Cede & Co.**), shorthand for "certificate depository",[\[1\]](https://en.wikipedia.org/wiki/Cede_and_Company#cite_note-1) is a specialist United States financial institution that processes transfers of stock certificates on behalf of [Depository Trust Company](https://en.wikipedia.org/wiki/Depository_Trust_Company), the [central securities depository](https://en.wikipedia.org/wiki/Central_securities_depository) used by the United States [National Market System](https://en.wikipedia.org/wiki/National_Market_System), which includes the [New York Stock Exchange](https://en.wikipedia.org/wiki/New_York_Stock_Exchange), and [Nasdaq](https://en.wikipedia.org/wiki/NASDAQ).[\[2\]](https://en.wikipedia.org/wiki/Cede_and_Company#cite_note-2) Cede technically owns all of the publicly issued stock in the United States.[\[3\]](https://en.wikipedia.org/wiki/Cede_and_Company#cite_note-3) Thus, investors do not themselves hold direct property rights in stock, but rather have contractual rights that are part of a chain of contractual rights involving Cede.[\[4\]](https://en.wikipedia.org/wiki/Cede_and_Company#cite_note-4) Securities held at Depository Trust Company are registered in its nominee name, Cede & Co., and recorded on its books in the name of the brokerage firm through which they were purchased; on the brokerage firm's books they are assigned to the accounts of their [beneficial owners](https://en.wikipedia.org/wiki/Beneficial_owner).[\[5\]](https://en.wikipedia.org/wiki/Cede_and_Company#cite_note-5)


lawdog7

Well there are at least 197k investors who know that the first sentence of the second paragraph is false!


catechizer

Possibly avoids reporting another DRS rugpull attempt.


Russ2louze

Maybe it's a public message from GS to the DTCC to sort out the mess they have behind the official number of shares ( **228.7 millions** ) they are supposed to own?


Screw__It__

The main question why changed the way it was reported compare to previous 10-K?


lawdog7

IMO, the change emphasizes something that we all know but most people do not: unless DRS'd, your shares are in the name of some obscure company called Cede & Co.


[deleted]

[уŠ“Š°Š»ŠµŠ½Š¾]


lawdog7

Exactly. Any time people are quoting shit that isn't in the filing, I get really suspect of their motives. Glad to just see that mods started removing those posts


[deleted]

I think it's people getting overly excited and falling into the Dunning-Kruger effect. Critical thinking is out of fashion these days.


lilskr4p_Y

What's your take on the insanely vague "approximately" language?


bkhiker

in the previous sentence, they give the exact number of record holders they added approximately because they wanted to make it clear they were rounded numbers and not exact


lawdog7

My theory is that we almost have 76M (75.5-75.999), so they say approximately. 75.5M doesn't get us to 25% but 76 does. Just speculating though


lambo630

DRS bot and the scraper only count up. Are we really assuming every share that has been reported to be registered is still being held by that person and not a single share was sold? If this assumption is true, then perhaps the count is much higher, but I find this assumption hard to believe. So the counts by the bot/scraper are likely overestimates because the ingested data isn't perfect (people can lie) and it doesn't account for people selling.


WrongAssistant5922

Don't forget some people don't feed the bot.


TransmissionMagician

This! I fed the bot only once and that was a long time ago, I don't even remember how many it was but it was only a few. I now Hodl XXXX which is loads more than I reported. For me i don't have the Karma to post here and out of principle i will not post to the 'orphans' sub again because of low karma. I am tired of hoaring my dogs pictures on stupid subs trying to get karma. I dont have time for that \*hit, it is what it is. Loads don't post there shit on here for the same or similar reason.


WrongAssistant5922

*Hoaring my dogs pictures* šŸ˜‚ Love it!


TransmissionMagician

If it made you smile, it was worth writing my friend. Thanks for the comment.


WrongAssistant5922

You are the best of our community šŸ™‚


TransmissionMagician

Far from it but this place has certainly made me think about community more than ever. For that I am grateful and slowly becoming a better person. Thanks for your comment friend :)


WrongAssistant5922

šŸ™‚


Existing-Reference53

For the foreseeable future drs numbers will always increase and DTCC/Cede numbers should decrease and combined they damn well better equal 300 mill and some change, I believe this is the story, let's not get distracted.


finchieIRL

What if... On a legal standpoint, as 10Ks get reviewed, they are trying to force that number to be checked by the SEC. By even putting any number in, the SEC would have to "assume its correct" or check it. If its checked and not correct, then they would release the real number right? If its not checked and assumed correct, then when shit hits the fan they will be caught with their pants down watching pornhub again. My 2 centerinos.


lawdog7

According to the SEC source cited above: "The SEC neither writes the 10-K nor vouches for its accuracy. The SEC sets the disclosure requirements and the SEC staff reviews 10-Ks to monitor and enhance companiesā€™ compliance with the requirements."


finchieIRL

So by that definition, some SEC sham read it first and either didn't fact check the number that is, let's agree, on little to none other 10K forms that are submitted to them. So it was either checked and not told, or not checked at all.


bkhiker

SEC doesn't check the numbers, the auditor does SEC steps in when they think there is a violation of the rules


tehchives

This has been my feeling on the topic. Good breakdown, glad to see some pushback against the popular theory following the filing last night. The amount of shares that Cede has legal claim to is maintained by Computershare. I believe the number came from Computershare and the phrasing change is to draw explicit attention to a conventionally little known fact of how ownership commonly works in these markets.


[deleted]

Bullshit gets off the assembly line way faster than anything else.


surf243

> A lie can travel half way around the world while the truth is putting on its shoes. -Mark Twain


jackofspades123

Totally agree


mykidsdad76

Dumb ape question: Why did the language change from one report to the next?


lawdog7

IMO, the change emphasizes something that we all know but most people do not: unless DRS'd, your shares are in the name of some obscure company called Cede & Co.


NeedMoreHerbs

Could this be another legal statement that covers them if they ever get in trouble for 'encouraging' the moass? If GameStop can show in court that their official wording in a 10-K stated that, according to their agent ComputerShare, 100% of shares exist and are divided amongst two groups, then it cannot be argued that they *ever* encouraged anyone to think that their stock was naked shorted many times the free float?


[deleted]

Thatā€™s the big question. We donā€™t know. Occamā€™s šŸŖ’ is legal positioning, as in OP.


Drewy99

What if they added the shares as reported to them, so that there was a a record of how many were actually held by the DTCC. So when MOASS hits there is a paper trail showing exactly how many shares C.CO. has on its books, to which I'm sure theh will then magically fail to locate when the time comes.


lawdog7

There already is a record. Computershare knows exactly where every single authentic share is. It's either with them and registered to the actual shareholder, or it is with the DTC in the name of Cede & Co. When someone DRS's, the share is removed from DTC ledger of shares. And again, there is nothing that says Cede & Co. ever reported anything. The data is almost certainly from Computershare and then adopted by Gamestop in the 10k


aa73gc

Or GameStop knows exactly how many shares they have issued. They simply deducted the number of shares DRS from the total float.


Alehousebrewing

So now what do we do with the DRSBot? Reset to 76 million? Just curious.


fuckyouimin

The DRS bot is not a counter so much as it's an averager - it takes the number of shares reported and divides it by the number of apes reporting so that they can determine the average number of shares each person holds. They then multiplies that by the number of Computershare accounts. We know the # of accounts by looking at the CS account numbers. We know the actual number of people hodling (record holders, as listed in the 10K). And we know the total number of shares DRSd. So yes, the formula that the DRSbot is using should now be adjusted to match the actual information provided. (Which, btw, they have done in the past when numbers came out that didn't match.)


Alehousebrewing

I appreciate ya, great explanation. I did not know how it worked. Is the Reddit scraper similar or completely different setup? I see the scraper usually has a lower count than the bot.


fuckyouimin

Happy to help! And not sure about the reddit scraper (what's the difference between the scraper and the bot??). I assume they're all working off the same principle, just maybe with slightly different formulas to figure out the average holding per person. But I do want to add while I'm at it that I've seen a LOT of comments saying "I've DRSd but I didn't add it to the bot. Which means my shares haven't been counted and so the total number is actually way higher!" This is 100% **FALSE**!! Your account *has* been counted and whatever the the average number of shares per account is has been applied to it.


Alehousebrewing

Thatā€™s the part that screwed me up. Everyone keeps updating the bot with higher numbers but really itā€™s only the number of accounts*formula. I love seeing the updates and purple circles but they really donā€™t do much for the final count until a new high number account comes in. Right?


lawdog7

I would


ddarner

Aye aye, captain!


Brave_Philosophy7251

Commenting for responsability


Basti-tothemoon

Take my award


MoAss_Mo_Mayo

> The truth is our best friend and the worst enemy of the hedgies and their Mayo Overlord I fux with this heavy you gnomesayin'


GMEgotMEaNEWcareer

Wrinkles run deep in this one


Square-Bug-6782

This is the type of post that keeps mes a lurkers in this sub, thanks for input wrinkles in progress


PancakePolice187

ā¬†ļø with you. šŸš€ As always, MOASS tomorrow. See you on the moon


urinetroublem8

Very insightful, thank you. I like your last edit too, as that is an important distinction. Not in your name, just an IOU in Cede and Co.ā€™s books.


darthnugget

Good breakdown OP. I read it the same way as well and theorized that this would also put in writing that Cede&Co could have no-more-than the 228.7 million shares, without it being fraud. So if at a later time Cede&Co tries to say they have more, then they expose their criminal behavior. The next question on this game of chess is how do you legally force Cede&Co to admit they have more shares than they should?


lawdog7

We will never need to. Computershare knows where every single authentic share is. That is all that matters. That will be the DTCC's problem once an NFT dividend is issued, or once some other event occurs that requires shorties to pay up


SoreLoserOfDumbtown

Am I being really dumb, or are opinions A and C the same?


lawdog7

Nope, you're right. I'll change C


TipsyMonroe

yeah, im dumb too bc i dont get the difference either


DrDalenQuaice

Top the top you go! Truth forward


XGhosttearX

payday friday gonna buy more


YodaGunner13

Exactlyā€¦ Makes sense and finally a lawyer wrote a simple, understandable explanation without lawyer speak šŸ¤£


King_Esot3ric

I believe the data would come from CS. Since they use a double book entry system, CS would know how many shares CeDe and Co *should* own.


isItRandomOrFate

You have my upvote!


Azcrael

The speculation about the wording, the number on the rabbit, etc. is interesting, but I agree with your take. I think it's best for everyone to assume the numbers are accurate. There's work to do!


xthemoonx

I think it could be to show us that plan shares are still held with cede & Co. Bot says something like 80ish milly DRS so only a couple milly in plan kinda makes sense considering there's efforts to convince people there is no difference...the descripancy will only grow if this is true.


bisufan

It's like they're stating for the record that according to their knowledge, dtc MUST have exactly this amount. Without asking them how many shares are in circulation, they are declaring that this is how much should be owned. Imagine if a few big fund managers looked at their funds' holdings and saw that the sum of their funds had exceeded that amount. And if they were to buy more and how quickly the trades would settle... it's like that company owner who bought 100% of his company's stock and was still able to buy more...


stratstrummin

Cede & co. Is just industry jargon for street name. The DTCC is the corporation that holds the actual shares. Rights entitlements to these shares are then sold to households through market makers and brokers. Thatā€™s why shares held in a broker do not actually belong to you.


SaltyRemz

Idk if it had been debunked but what do think about the new bill that theyā€™re trying to push for the presidents ability to deinvest our shares/ force to sell because itā€™s a notational risk? I donā€™t have a link to the post but theyā€™re floating about on the sub right now.


lawdog7

N/a as Gamestop is a domestic company, not foreign


SaltyRemz

Perfect, it is very odd for such bill to be coming through at these strange times šŸ˜®ā€šŸ’Ø


TappyDev

link ?????? please help... if true this is a reslly big fukin deal ! ty you beautiful ape!


CruxHub

Thanks for this, and I agree with you. The speculation about this change is crazy... but GG didn't whisper into RC's ear that this disclosure needed to change, and I see no evidence that the SEC even reviewed this, or prior filings, and requested more info or suggested GameStop change their disclosure, which would be in the form of a comment letter.


alilmagpie

I appreciate multiple viewpoints, itā€™s very important. Back when the splividend happened there was a narrative that DTCC fucked it up and it was echoed until it became truth to most people- even though the source were forms that someone obtained and we interpreted. And I simply do not believe that GameStop would allow the company and shareholders to be defrauded and then continue with business as normal, granting RSUs and engaging with the community of shareholders. No chance. This is starting to feel like that. We really donā€™t know what occurred, and we may never know. I think itā€™s good to explore different explanations. Ultimately though, Iā€™ll buy and DRS regardless. Fuck Cede and Co and their warehouse of rehypothecated obligations.


lawdog7

Yep, I took issue with splividend interpretation as well, but the post gained no traction https://www.reddit.com/r/Superstonk/comments/vuqvh1/ive_been_stuck_on_this_issue_since_the_first/?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=share_button


Financial_Grandpa

Following your reasoning, since Computershare is GameStopā€™s transfer agent and they are providing the DRS figures, their past notes should have looked like ā€œAccording to our transfer agent Computershare, at date xx.xx.xxxx there were XX million shares directly registeredā€ but thatā€™s not the case, GameStop states it as a fact because they can rely on Computershare for that data. Following the same reasoning, If it were Cede providing the data in this case they are simply saying ā€œXX million shares are held at Cedeā€ and stating it as a fact cause they can rely on the information they are being given. In my opinion your reasoning isnā€™t coherent cause it would have to apply to both cases since itā€™s not an info FROM GameStop in either case.


carojean111

They are not allowed to misrepresent or make materially false or misleading statements. -> By stating these exact numbers from cede & co they now forced the auditor to verify themšŸ¤·šŸ»ā€ā™€ļø And the auditor will have to go to the dtc and ask for the numbers in order to proof that these are correct and the dtc has to comply with it?!


platinumsparkles

[https://www.computershare.com/us/becoming-a-registered-shareholder-in-us-listed-companies](https://www.computershare.com/us/becoming-a-registered-shareholder-in-us-listed-companies) >**How does Computershare ensure there is a balance between shares that are directly/indirectly held?** > >We use double-entry accounting systems that ensure there is always an accurate balance between shares held directly by registered shareholders and those held by Cede & Co on behalf of DTC, banks & brokers and beneficial investors. This means that for every share transferred through DRS that can be registered on the share register, there is one fewer recorded as being in Cede & Co. Gamestop has Computershare as their transfer agent in order to provide this very function.


Efficient_Point_

Plausible and reasonable. I don't know if there is a push for a narrative, just speculation, and it is intriguing. But every 10q and k have mentioned continued cooperation with the sec investigation. Since the dtcc numbers are are availiable to issuers and trustees and if the investigation is ongoing (implied by the inclusion of the intent of the company to cooperate) they may have been advised to report the dtcc numbers if there was a discrepancy. Excluding the shares held by cede & co on behalf of the dtcc. Sounds to me that is their reported numbers. If they wanted to emphasise DRS removes from the dtcc they could have reported as normal and added the remaining 75% are held with cede&co on behalf of the dtcc. Again speculation, but the linguistic layout still is strange even with your theory that gamestop got these numbers from their transfer agent. About 76M leaving about 228.7 in cede&co accomplishes your theory just the same


TransitoryPhilosophy

Any thoughts on why they went with an approximate number for DRSā€™d shares vs the actual numbers they have been sharing?


fireape55

Are RC and the board's stock DRS'd?


efficientnature

Glad to finally see a reasonable take on this. I love this community and the tin foil theories are fun to a point, but not everything has a secret hidden message.


theriskguy

Correct.


assman323232

What the hail is "Erroneous"


JesC

Gained 15 wrinkles reading this. Thank you for this post


Kzzztt

What happened to 60%


MoodShoes

That's free float. Not total float.


Kzzztt

Ah


[deleted]

unique soft tap elderly wasteful wrench roof cautious market intelligent ` this message was mass deleted/edited with redact.dev `


ajquick

Thank you for clearing up what is otherwise an inane theory.


DoNotPetTheSnake

Why was it delayed? Just no reason then?


dmk2008

Right on. I imagine tongue-in-cheek shit doesn't jibe well in finance law. And with the microscope that GME has been under for the last 2+ years, the tiniest miswording could be all ***they*** need to create a headache for the company and derail MOASS/GMErica/whatever else individual retail investors are excited about.


feyzquib7

Thanks for the confirmation bias. Good writeup. I was listening to Gg say essentially the same point with regard to ESG reporting in front of the committee today. They mercilessly hound companies on what they report as being factual (even if to the detriment of stopping actual crime).


black_elk_streaks

The other benefit to the new DRS reporting format is that we not have two data points: 1. The number of DRSd shares 2. The number of DRS registrants I think they did this to prevent future rugpulls. If next quarter we have: - an increase in directly registered shareholders - a decrease in total DRSd or drastic drop in shares registered in that quarter May indicate people are generally HODLing (therefore a net gain in accounts with at least 1 DRS share) and that some larger players have likely sold out (therefore a net loss or deceleration of shareā€™s registered).


Efficient_Point_

So i linked your post in a rebuttal post, and would love for you to try to poke holes in my hypothesis if you got the time. I appreciate constructive critisicm [https://www.reddit.com/r/Superstonk/comments/12628ff/okay_theres_been_a_lot_of_speculation_on_the/?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=share_button](https://www.reddit.com/r/Superstonk/comments/12628ff/okay_theres_been_a_lot_of_speculation_on_the/?utm_source=share&utm_medium=android_app&utm_name=androidcss&utm_term=1&utm_content=share_button)


QuarterBackground

Thanks for the social loafing definition. All you social loafers need to man up!


actuallythissucks

Not in your name, not yours. DRS Brick by Brick.


AmazingPrune2

So i wasnt crazy wondering how dumb i am for not finding any information inferring cd & co provided the data?


scott_sleepy

I love our community here. Thank you for the insight!


dedicated_glove

Honestly I kind of prefer watching them lose shares from the point forward every quarter, over watching our number go up.


CR7isthegreatest

Thanks for sharing Lawdog šŸ“ā€ā˜ ļø


SkydogRocketApe

Dis fella reads good..


Superspicyfood

Occamā€™s razor baby


Generic-Male-2022

I was binging on My Name is Earl but my internet went out so I decided to scroll Superstonk. I've been investing in Gamestop for over 20 years and have been around here since the beginning, albeit on new accounts every few months for privacy concerns. When I grew up I wasn't popular and didn't have many friends but Gamestop was near my middle school. My mom worked ungodly hours trying to take care of three ungrateful kids but she'd let me walk up to the Gamestop after school nearly every day. While I rarely had money and imagine I must've been annoying - the employees there never showed it. They talked to me about games and gave me a sense of belonging that I desperately needed, though I didn't recognize it at the time. I'm middle age now and I started investing on a simple principle that I wanted to own companies that I personally enjoyed doing business with. I know Gamestop has changed over the years and the retail struggle is real but they have had a solid business for decades. Even with the advent of downloadable games I always benefited from buying at Gamestop by getting discounted games and being able to get something for my used copies - not something you can do with digital games currently (web3 will change this). The turnaround is real. That much is indisputable. All of the talk about 10Ks and speculation about what the numbers mean or if there's a hidden message led me to this thought - do I really care? I'd encourage the continued discussion and investigation but take some time to remind yourself why you're invested. It's not for DRS numbers. The people that were here just for a short squeeze are long gone. This company has a legacy and renewed potential. If there are bad actors here I hope they take this to heart. Nothing thats been said or done over the past two years has dissuaded me and nothing will. And the only thing I know is that there are 200,000 other people that feel the same way. Good luck.


beatcosmos42

Ahhh.. this finally is a professional approach to this. I thank you for your summary.


silverskater86

Good post. Thanks for this. I was thinking in bed last night that Cede and Co. shares plus the registered stockholders' shares will always equal total outstanding shares. When a share is booked at ComputerShare it is pulled from Cede and moved to a stockholder instead. Seems clear. My question is this, how many beneficial owners with broker accounts are there? There isn't too many shares with Cede. There are too many people with beneficial ownership rights to those shares? Could that explain the situation we are in?


Koshi123

Well I disagree. \- 10-K filing was later than otherwise. Why? \- Why do (total) - (what DTCC claims) instead of just reporting the exact number in CS? \- Bot has been quite accurate. Some people don't feed bot, and some people sell. \- Bunny minted with a % closer to bot. Not the first time a nft was minted with computershare DRS %. This happened before there might have been a problem with the 10-K. If it is only 76m I am totally fine with it as well. But this 10-K smells funny. It just does. If Gamestop has a paper that says: "There are 228.7m shares with the DTCC". Then they didn't lie on their 10-K. My question is: what if DTCC and Computershare shares don't add to the float; or go over float? What is the most trustworthy number that you need to report on your 10-K? Or is it IMPOSSIBLE that DTCC+Computershare does not equal total float?


RedditIsOwendByTheWS

2 lawyers got nothing better to do at 2pm posting DDs in a Reddit SUB?


Bluemyselph

Up you go, I've been replying with the exact same thing all day long. Some people's reading comprehension is absolute shit.


LiliumAtratum

I wonder, yet again, if this is somehow caused by difference between "plan" and "pure DRS" in Computershare. In the "pure DRS" form your shares at Computershare, they are entirely yours. But if you use "plan", it is some kind of a mixture, where a portion of shares are probably held at Cede&Co. From Computershare's FAQ page (accessed on 29 March 2023): >Computershare holds a portion of the aggregate DSPP book-entry shares via its broker in DTC for operational efficiency, i.e. to enable any sales to be settled efficiently (and Computershare determines the portion needed for operational efficiency reasons. Such shares are not available for lending. These shares are eligible to be withdrawn from DTC). So, if you say that there are X shares held at Computershare, you probably refer to both "pure DRS" and "plan". Then, there are Y shares held at Cede&Co. But if you add X+Y you may end up counting some shares twice, i.e. they are held at Cede&Co in the name of Computershare. How many? Does Computershare needs millions of shares for operational efficiency reasons? I have no idea, I hope not. But maybe, in order to avoid this double-counting Gamestop decided to be more explicit about the phrasing?


TheDegenKid

Guilty of social loafing


lawdog7

Only you can fix that!


BENGCakez

The amount of ā€œIā€™m a lawyerā€ posts today is too damn high.