For two days on the weekend, Lin Shicheng stayed in front of Bloomberg Terminal in New York's office.
This is not the first time he has submitted 13D - he has worked as a legal attorney at Wall Street for twenty years, and he has submitted no fewer than fifty 13Ds for Hedge Fund and PE Firm.
But this time it's different.
In the nearly two decades since Nvidia was listed in 1999, no external institution has ever held more than 10% of the shares.
Vanguard does not have it, BlackRock does not have it, Fidelity does not have it.
Equity Structure of Nvidia is one of the most dispersed among Silicon Valley technology giants. Huang Renxun himself only holds about 3.5%.
No single outside shareholder has ever crossed the ten percent line.
Era Vanguard is the first one.
Not only is it the first external institution to hold more than 10% of the shares in Nvidia Shareholder Register,
And it is the first offshore fund to appear at the forefront of Shareholder Register, four of the world's top technology companies, Tesla, SpaceX, Nvidia, and Apple.
Reporters Bloomberg and Reuters are not fools--
They will also see that Era Vanguard made more than a billion US Dollar in Put Option profits from the Tesla privatization incident just a few months ago.
Holding nearly 10% of the shares of Tesla, he is also a 5.4% shareholder of SpaceX.
Plus now Nvidia is 10.8%--
Putting this position matrix together, Wall Street is not just curious, Wall Street is greedy.
Saturday Early in the morning, Bloomberg's push message came on on time.
The title of the headline news is only one line of words--
"Times Pioneer Capital submitted a 13D declaration and held 10.8% of the shares of Nvidia, becoming the company's No. 1 Major Shareholder".
The first paragraph of the text lists the position size of Era Vanguard on Nvidia:
There are about 65 million shares, with a market value of more than 9.2 billion US Dollar based on the closing price of Friday.
Saturday In the morning, more details were dug out.
The title of Reuters's exclusive report is "Era Vanguard: The most mysterious Major Shareholder behind Nvidia".
The report listed every traceable transaction of Era Vanguard since its establishment.
Including the Put Option operation that made a profit of more than one billion US Dollar in the Tesla privatization incident, and the strategic layout of SpaceX's latest round of financing, which led to an investment of 300 million US Dollar.
At the end of the report it was written--
"Who is Era Vanguard? Wall Street No one knows the exact answer.
But what is certain is that the decision-makers of this fund have extremely accurate judgments on the technical routes and capital market cycles of the technology industry.
If the market's guess is correct, it was Era Vanguard that hit the market at a high level when Bitcoin hit the market.
From Bitcoin cashing out at historical highs, to Options sniping at the Tesla privatization incident, to Nvidia building positions on a large scale during the darkest window after the cryptocurrency bubble burst--
Every time Era Vanguard makes a move, it happens at the time when the market is most panicked or at its most Euphoria."
On Sunday afternoon, the SEC sent a routine inquiry letter to Era Vanguard through the Nvidia investor relations department.
The content of the inquiry letter is very standard - it requires Era Vanguard to check whether the purpose of Supplementary Explanation's shareholding is consistent with what was disclosed in the 13D declaration within five working days.
Whether there are concerted action agreements or private arrangements with other shareholders, as well as the specific sources of leverage financing and Risk Exposure.
The SEC's inquiry letter was politely and coldly worded, and there was a signal between the lines:
The figure of 10.8% has triggered the SEC's sensitivity to the possibility that a single external shareholder may have undue influence on Listed Company.
This inquiry letter itself is not an investigation or an enforcement action, but is simply the SEC's standard operating procedure after receiving more than 10 percent of 13D filings.
But being questioned is an attitude in itself, and the SEC is telling Era Vanguard--We are watching you.
As soon as the SEC's inquiry came out, Lin Shicheng came to the hotel in person to report to Zhao Chen.
At this time, Manhattan was already covered with snowflakes.
He put the printout of the SEC inquiry letter on the coffee table, sat on the sofa opposite Zhao Chen, tied his tie meticulously,
It seems that working overtime on weekends to deal with SEC inquiries is no different to him than going to a convenience store to buy a cup of coffee.
"Zhao Zong, SEC inquiry letter, standard procedure.
Three questions - whether the purpose of shareholding is consistent with the 13D declaration?
Whether there is a concerted action agreement with other shareholders, the specific source of leverage financing and Risk Exposure."
Lin Shicheng's finger tapped lightly on the file,
"Reply within five working days. I have already drafted the wording. The core is still the tone we set in 13D--
Those who are long-term Strategic Investment do not seek Control, do not seek Board of Directors Seat, and their financing sources are in compliance. These words are enough."
Zhao Chen leaned on the back of the sofa, holding the tea cup and did not answer the call.
The snow Manhattan outside the window is falling harder and harder, and the outline of Central Park turns into a blur of gray-white in the snow curtain.
From Boca Chica to Shanghai Zhangjiang, from the negotiation table of Green Energy Technology to the 13D declaration of Nvidia,
Along the way, he has seen too many "routine" moments with real edge hidden behind them.
But there was no trace of uneasiness in Lin Shicheng's tone, only a calmness that had settled down after living under the sharp teeth of SEC regulation for twenty years.
"Lawyer Lin, the SEC is staring at us because of the number 10.8 percent. What if we continue Add Position?"
Lin Shicheng's fingers stopped on the armrest of the sofa.
"That's exactly what I want to report to you."
His voice lowered a bit, but his speaking speed remained the same.
"According to SEC rules, after submitting 13D, every time you buy or sell more than one percent of the total equity, you must submit Schedule 13D Amendment Filing within two working days.
Every modification report is public, and all Wall Street can see the Era Vanguard and Add Position steps in real time.
We can not take the 13D correction path, but take another one - HSR Filing.
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 provides that,
Equity acquisitions above a certain size need to submit HSR Filing to Federal Trade Commission and Department of Justice and wait for a preliminary review period of at least 30 days.
The advantage of using HSR is that the declaration process is not open to the public and the market will not know in real time that we are in Add Position.
The disadvantage is - once you buy it, you can't move it.
Short-Swing Profit Recapture Provision within six months will block all Swing Trading roads.
Moreover, if the delivery cannot be completed within the review period, the time cost of funds will be very high."
Zhao Chen leaned on the back of the sofa and slowly turned his fingers around the edge of the teacup.
"Which one do you prefer?"
Lin Shicheng picked up the cold black coffee in front of him and took a sip.