DONNA KARAN INTERNATIONAL INC
SC 13D/A, 2001-01-19
WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS
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                                                     ---------------------
                                                    |    OMB APPROVAL     |
                                                    |---------------------|
                                                    |OMB NUMBER: 3235-0145|
                    UNITED STATES                   |EXPIRES:             |
         SECURITIES AND EXCHANGE COMMISSION         |    OCTOBER 31, 2002 |
               Washington, D.C.  20549              |ESTIMATED AVERAGE    |
                                                    |BURDEN HOURS         |
                                                    |PER RESPONSE ...14.90|
                                                    |---------------------|

                               SCHEDULE 13D/A
                 Under the Securities Exchange Act of 1934
                             (Amendment No. 2)*

                       DONNA KARAN INTERNATIONAL INC.
                              (Name of Issuer)


                  Common Stock, Par Value, $0.01 Per Share
                      (Title of Class and Securities)


        ------------------------------------------------------------

                                 257826107
                               (CUSIP Number)

                          David L. Bressman, Esq.
                             c/o Urban Zen, LLC
                       570 Seventh Avenue, Suite 703
                             New York, NY 10018
                               (212) 840-8555

                                  Copy to:
                  Skadden, Arps, Slate, Meagher & Flom LLP
                             Four Times Square
                             New York, NY 10036
                        Attention: Eileen T. Nugent
                               (212) 735-3176

        ------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized
                   to Receive Notices and Communications)

                              January 17, 2001
        ------------------------------------------------------------
                       (Date of Event which Requires
                         Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to
  report the acquisition that is the subject of this Schedule 13D, and is
  filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
  240.13d-1(g), check the following box. [ ]

  Note: Schedules filed in paper format shall include a signed original and
  five copies of the schedule, including all exhibits. See Section
  240.13d-7 for other parties to whom copies are to be sent.

  * The remainder of this cover page shall be filled out for a reporting
  person's initial filing on this form with respect to the subject class of
  securities, and for any subsequent amendment containing information which
  would alter disclosures provided in a prior cover page.

  The information required on the remainder of this cover page shall not be
  deemed to be "filed" for the purpose of Section 18 of the Securities
  Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
  that section of the Act but shall be subject to all other provisions of
  the Act (however, see the Notes).



                                SCHEDULE 13D

     CUSIP No.  257826107
     -------------------------------------------------------------------
     1.   NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
          Donna Karan - S.S. Number: ###-##-####
     -------------------------------------------------------------------
     2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
          (See Item 2) (1)                                 (a)  ( )
                                                           (b)  (x)
     -------------------------------------------------------------------
     3.   SEC USE ONLY

     -------------------------------------------------------------------
     4.   SOURCE OF FUNDS*
          Not Applicable
     -------------------------------------------------------------------
     5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) or 2(e)                    (  )

     -------------------------------------------------------------------
     6.   CITIZENSHIP OR PLACE OF ORGANIZATION
          United States
     -------------------------------------------------------------------
                                   7.   SOLE VOTING POWER
           NUMBER OF                    3,968,540 (See Item 5)
            SHARES                 _____________________________________
         BENEFICIALLY              8.   SHARED VOTING POWER
           OWNED BY                     (See Item 5)
             EACH                  _____________________________________
           REPORTING               9.   SOLE DISPOSITIVE POWER
            PERSON                      3,968,540  (See Item 5)
             WITH                  _____________________________________
                                   10.  SHARED DISPOSITIVE POWER
                                        (See Item 5)
     -------------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          5,243,028 (2)
     -------------------------------------------------------------------
     12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
          SHARES   (3)                                            ( x )

     -------------------------------------------------------------------
     13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
          23.7%
     -------------------------------------------------------------------
     14.  TYPE OF REPORTING PERSON
          IN


(1) Notwithstanding the agreements described in Item 6 of the Report on
Schedule 13D (the "Schedule 13D") originally filed on July 3, 1996 by the
Reporting Persons, in the Amendment No. 1 thereto filed on December 15,
2000 (the "Amendment No. 1"), and in this Amendment No. 2 (the "Amendment
No. 2"), the Reporting Person disclaims membership in, and does not affirm
the existence of, a group with regard to such agreements.

(2) Includes 982,800 shares of Common Stock held by Stephan Weiss, who is
married to the Reporting Person, and 291,688 shares of Common Stock held by
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss, and Gabrielle Karan. However, the Reporting
Person disclaims beneficial ownership of such shares.

(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. Also does not include shares of Class B Common Stock held by members
of the Takihyo Group which shares are subject to the Voting Agreement, to
which the Reporting Person is a party, described in Item 6 of the Schedule
13D and filed pursuant to Item 7 of the Schedule 13D. Also excludes 9
shares of Class A Common Stock held by each of Ms. Karan and Mr. Weiss,
which shares are also subject to the Voting Agreement. The Reporting Person
disclaims beneficial ownership of such shares.




                                SCHEDULE 13D

     CUSIP No.  257826107
     -------------------------------------------------------------------
     1.   NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
          Stephan Weiss - S.S. Number: ###-##-####
     -------------------------------------------------------------------
     2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                 (See Item 2) (1)                          (a)  ( )
                                                           (b)  (x)
     -------------------------------------------------------------------
     3.   SEC USE ONLY

     -------------------------------------------------------------------
     4.   SOURCE OF FUNDS*
          Not Applicable
     -------------------------------------------------------------------
     5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) or 2(e)                    (  )

     -------------------------------------------------------------------
     6.   CITIZENSHIP OR PLACE OF ORGANIZATION
          United States
     -------------------------------------------------------------------
                                   7.   SOLE VOTING POWER
           NUMBER OF                    1,274,488  (See Item 5)
            SHARES                 _________________________________
         BENEFICIALLY              8.   SHARED VOTING POWER
           OWNED BY                     0  (See Item 5)
             EACH                  _____________________________________
           REPORTING               9.   SOLE DISPOSITIVE POWER
            PERSON                      1,274,488 (See Item 5)
             WITH                  _____________________________________
                                   10.  SHARED DISPOSITIVE POWER
                                        0  (See Item 5)
     -------------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          5,243,028 (2)
     -------------------------------------------------------------------
     12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
          SHARES (3)                               (x)

     -------------------------------------------------------------------
     13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
          23.7%
     -------------------------------------------------------------------
     14.  TYPE OF REPORTING PERSON
          IN


(1) Notwithstanding the agreements described in Item 6 of the Schedule 13D,
the Amendment No. 1, and this Amendment No. 2 the Reporting Person disclaims
membership in, and does not affirm the existence of, a group with regard to
such agreements.

(2) Includes 3,968,540 shares of Common Stock held by Donna Karan, who is
married to the Reporting Person, and 291,688 shares of Common Stock held by
The Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss, and Gabrielle Karan. However, the Reporting
Person disclaims beneficial ownership of such shares.

(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. Also does not include shares of Class B Common Stock held by members
of the Takihyo Group which shares are subject to the Voting Agreement, to
which the Reporting Person is a party, described in Item 6 of the Schedule
13D and filed pursuant to Item 7 of the Schedule 13D. Also excludes 9
shares of Class A Common Stock held by each of Ms. Karan and Mr. Weiss,
which shares are also subject to the Voting Agreement. The Reporting Person
disclaims beneficial ownership of such shares.



                                SCHEDULE 13D

     CUSIP No.  257826107
     -------------------------------------------------------------------
     1.   NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
          The Trust Under Trust Agreement Dated February 2, 1996 For Benefit
            Of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan
     -------------------------------------------------------------------
     2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                 (See Item 2) (1)                          (a)  ( )
                                                           (b)  (x)
     -------------------------------------------------------------------
     3.   SEC USE ONLY

     -------------------------------------------------------------------
     4.   SOURCE OF FUNDS*
         Not Applicable
     -------------------------------------------------------------------
     5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) or 2(e)                    (  )

     -------------------------------------------------------------------
     6.   CITIZENSHIP OR PLACE OF ORGANIZATION
          The State of New York
     -------------------------------------------------------------------
                                   7.   SOLE VOTING POWER
           NUMBER OF                    291,688  (See Item 5)
            SHARES                 _________________________________
         BENEFICIALLY              8.   SHARED VOTING POWER
           OWNED BY                     0
             EACH                  _____________________________________
           REPORTING               9.   SOLE DISPOSITIVE POWER
            PERSON                      291,688
             WITH                  _____________________________________
                                   10.  SHARED DISPOSITIVE POWER
                                        0
     -------------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          291,688 (2)
     -------------------------------------------------------------------
     12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
          SHARES (2) (3)                               (x)

     -------------------------------------------------------------------
     13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
          1.3%
     -------------------------------------------------------------------
     14.  TYPE OF REPORTING PERSON
          OO


(1) Notwithstanding the agreements described in Item 6 of the Schedule 13D,
the Amendment No. 1, and this Amendment No. 2 the Reporting Person disclaims
membership in, and does not affirm the existence of, a group with regard to
such agreements.

(2) Includes only the shares of Common Stock held by The Trust Under Trust
Agreement Dated February 2, 1996 For Benefit Of Lisa Weiss Keyes, Corey
Weiss, and Gabrielle Karan. Does not include shares of Common Stock held by
the trustee, Stephan Weiss, or any of the beneficiaries directly. The
Reporting Person disclaims beneficial ownership of such shares.

(3) Does not include shares of Common Stock held by members of the Takihyo
Group (as defined in the Schedule 13D) which shares are subject to the
Stockholders' Agreement to which the Reporting Person is a party, described
in Item 6 of the Schedule 13D and filed pursuant to Item 7 of the Schedule
13D. The Reporting Person disclaims beneficial ownership of such shares.


                       SCHEDULE 13D - Amendment No. 2

      This statement amends the Schedule 13D originally filed on July 3,
1996 by Donna Karan, a citizen of the United States of America, and Stephan
Weiss, a citizen of the United States of America, as amended by the
Amendment No. 1, dated December 15, 2000. Capitalized terms used and not
defined in this Amendment No. 2 shall have the meanings set forth in the
Schedule 13D and the Amendment No. 1.

Item 2. Identity and Background.

      This Amendment No. 2 is being filed by the following persons or entities
(each of which is a "Reporting Person" and together the "Reporting Persons"):

      Donna Karan ("Karan"), a citizen of the United States, whose
principal business address is 550 Seventh Avenue, New York, NY 10018;
      Stephan Weiss ("Weiss"), a citizen of the United States, whose
principal business address is 550 Seventh Avenue, New York, NY 10018;
      and The Trust Under Trust Agreement Dated February 2, 1996 For
Benefit Of Lisa Weiss Keyes, Corey Weiss, and Gabrielle Karan (the
"Children's Trust"), a trust organized under New York state law, whose
principal address is c/o Stephan Weiss, trustee, 550 Seventh Avenue, New
York, NY 10018.

      Weiss is trustee (the "Trustee") of the Children's Trust, and has
sole voting power and power of disposition over the shares of Common Stock
owned by the Children's Trust.

      Karan is primarily engaged as Chairman of the Board and Chief Designer
of Donna Karan International Inc. (the "Issuer").  Weiss is the Vice Chairman
of the Board of the Issuer.

      As described in the Amendment No. 1, on December 18, 2000 Gabrielle
ceased to own any stock of the Issuer and is no longer a reporting person.
Pursuant to the terms of the Gabrielle Purchase Agreement, on January 17,
2001 the DK/SW Group sold all of the outstanding shares of common stock of
Gabrielle to Karma Acquisition, Inc. ("Karma"), a wholly-owned subsidiary
of LVMH. Gabrielle is now a wholly-owned subsidiary of Karma. The Gabrielle
Purchase Agreement is attached to the Amendment No. 1 and is incorporated
herein by reference.

      The Reporting Persons may be deemed to be a "group" within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Act").

      During the last five years, to the best knowledge of the Reporting
Persons, none of the Reporting Persons (a) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) have been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its being
subject to a judgment, decree or final order enjoining future violation of,
or prohibiting or mandating activities subject to, federal or state
securities law or a finding of any violation with respect to such laws.


Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

      As described in Item 2, on January 17, 2001 the DK/SW Group sold all
of the outstanding shares of common stock of Gabrielle to Karma, a
wholly-owned subsidiary of LVMH. Gabrielle is now a wholly-owned subsidiary
of Karma.


Item 5. Interest in Securities of the Issuer.

Item 5 is hereby Amended as follows:

     (a)

            Name               Shares of Common Stock    Percentage

            Karan              5,243,028    (1)(2)         23.7%

            Weiss              5,243,028    (2)(3)         23.7%

            Children's Trust     291,688    (2)(4)          1.3%

            (1) Includes 982,800 shares of Common Stock held by Weiss and
291,688 shares of Common Stock held by the Children's Trust. However,
Reporting Person disclaims beneficial ownership of such shares. Does not
include 9 shares of Class A Common Stock held by Karan.

            (2) Does not include shares of Common Stock held by members of
the Takihyo Group which shares are the subject of the Stockholders'
Agreement to which the Reporting Person is a party, described in item 6 and
filed pursuant to Item 7 of the Schedule 13D. Does not include shares of
Class B Common Stock held by members of the Takihyo Group which are subject
to the Voting Agreement to which the Reporting Person is a party, described
in Item 6 and filed pursuant to Item 7 of the Schedule 13D. The Reporting
Person disclaims beneficial ownership of such shares.

            (3) Includes 3,968,540 shares of Common Stock held by Karan and
291,688 shares of Common Stock held by the Children's Trust. However,
Reporting Person disclaims beneficial ownership of such shares and
disclaims that he is a 10% owner. Does not include 9 shares of Class A
Common Stock held by Weiss.

            (4) Includes only the shares of Common Stock held by the
Children's Trust. Does not include shares of Common Stock held by the
Trustee or the beneficiaries directly. The Reporting Person disclaims
beneficial ownership of such shares.

      (b)   Karan has sole voting power over 3,968,540 shares of Common
Stock. Weiss has sole voting power over 982,800 shares of Common Stock and
291,688 shares of Common Stock held by the Children's Trust, for which he
is trustee. Each of Karan and Weiss, however, disclaim beneficial ownership
of the shares held by each other and by the Children's Trust.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of Issuer

      Item 6 is Amended to add the following:

      As discussed in Item 4,on January 17, 2001 the DK/SW Group sold all
of the outstanding shares of common stock of Gabrielle to Karma, a
wholly-owned subsidiary of LVMH. Gabrielle is now a wholly-owned subsidiary
of Karma.

      Except for the agreements described in the Schedule 13D, the
Amendment No. 1 and this Amendment No. 2, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Persons enumerated
in Item 2, and any other person, with respect to any securities of the
Issuer, including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, options, puts, calls, guarantees
of loans, guarantees against loss or of profit, or the giving or
withholding of proxies.


Item 7. Material to Be filed as Exhibits.

Exhibit A. Joint Filing Agreement


                                 SIGNATURES

      After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.


Dated: 1/19/01

/s/ Donna Karan
--------------------------
Donna Karan



      After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.


Dated: 1/19/01

/s/ Stephan Weiss
--------------------------
Stephan Weiss




      After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.


Dated: 1/19/01

Trust Under Trust Agreement Dated February 2, 1996 For Benefit Of Lisa
Weiss Keyes, Corey Weiss and Gabrielle Karan.

By     /s/ Stephan Weiss
      --------------------------

Name: Stephan Weiss
Title: Trustee


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