Fidelity didn't sell. Don't believe the FUD.
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| Author       | Source       | 
| :-------------: |:-------------:|
|  [u/locomoroco](https://www.reddit.com/user/locomoroco/) | [Reddit](https://www.reddit.com/r/GME/comments/lhfsbq/fidelity_didnt_sell_dont_believe_the_fud/) | 

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Edit 1: *Disclaimer: I am not a financial advisor and IANAL. This material and information contained here are for educational purposes only. You should not rely on this material to make financial or legal decisions*.

I commented this, but it deserved a post.

You probably saw the WSJ claiming Fidelity sold along with several post here about the same. Seems like more propaganda. I've also noticed several post claiming that we should leave Fidelity. I swear hedgies are desperate now.

They didn't sell. What happened was a transfer of ownership. The WSJ article is worthless, because all they did was look at the 13G form submitted on February 10, 2021 which only shows 87 shares. See below.

Even if they really had sold, this occurred Jan 26-29 which means that it's already included in the [FINRA SI% 78%. ](http://finra-markets.morningstar.com/MarketData/EquityOptions/detail.jsp?query=14%3A0P000002CH&sdkVersion=2.58.0)Don't believe everything you read specially without ANY SOURCES.

I think everyone is confused about what form 13G is. [It represents change of ownership when a party acquires more than 5% beneficial ownership, NOT SELLING.](https://www.investopedia.com/terms/s/schedule13g.asp) So on [February 8, 2021 FMR LLC gave beneficial ownership of 9,276,087 shares to FMR Co. LLC.](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001050/filing.txt)

Then on [February 10, 2021 FMR LLC gave beneficial ownership of 87 shares to Strategic Advisers LLC.](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001389/filing.txt)

FMR LLC has 0 shares of beneficial ownership now.

FMR Co LLC has 9,276,000 shares of beneficial ownership now.

Strategic Advisers LLC has 87 shares of beneficial ownership now. Based on this Fidelity fund, [FCTDX](https://fundresearch.fidelity.com/mutual-funds/summary/31635R363), this group manages it based on the [prospectus](https://www.actionsxchangerepository.fidelity.com/ShowDocument/ComplianceEnvelope.htm?_fax=-18%2342%23-61%23-110%23114%2378%23117%2320%23-1%2396%2339%23-62%23-21%2386%23-100%2337%2316%2335%23-68%2391%23-66%2354%23103%23-16%2369%23-30%2358%23-20%2376%23-84%23-11%23-87%230%23-50%23-20%23-92%23-98%23-116%23-28%2358%23-38%23-43%23-39%23-42%23-96%23-88%2388%23-45%23-55%23-85%23112%230%2340%23-99%2332%2357%23-74%235%23-89%23-105%23-67%23126%2377%23-126%23100%2345%23-44%23-73%23-15%238%23-21%23-37%23-17%23-14%23-98%23123%23-18%2345%23-59%23-82%2367%2383%23112%2317%2370%23-78%2378%23-50%2336%23-86%23-90%2381%23-21%23-119%23-30%23120%2349%2328%23-98%2333%2351%23-78%23-119%23-16%2350%23-58%2350%23102%2348%23-17%2352%23-99%23#doc_div).

The additional 6,800,276 shares belong to this fund, [FDMLX](https://fundresearch.fidelity.com/mutual-funds/summary/316345875#), and I believe they remain there since the transfer of ownership did not include this number.

Edit 2: IMPORTANT: From the comments, some people still believe Fidelity sold on 12/31/2020 to FMR Co LLC. So, I am providing more info on it. My brain hurts from all the legal jargon.

THEY DIDN'T SELL. To understand why I say this let's look at Schedule 13D. But first:

Look at [Item 7 which points you to Exhibit A:](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001050/filing.txt)

> Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G.
>
> Fidelity Management & Research Company LLC * IA
>
> *Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G.

Per [form 13F](https://www.sec.gov/Archives/edgar/data/1145247/000114524720000003/xslForm13F_X01/primary_doc.xml), on January 1, 2020 four companies (FMR Co., Inc., Fidelity SelectCo, LLC, Fidelity Investments Money Management, Fidelity Management & Research Company (FMR Co,. Inc)) merged and became Fidelity Management & Research Company LLC (FMR Co. LLC).

FMR Co. LLC is owned by FMR LLC, [per 13G Exhibit A 2021-02-08](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001050/filing.txt).

> *Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned subsidiary of FMR LLC*

What is Schedule 13D:

[Schedule 13D](https://www.investopedia.com/terms/s/schedule13d.asp) is also known as the "beneficial ownership report". This is a form that must be filed with the SEC when a person or group ACQUIRES MORE THAN 5% of any class of a company's equity shares. KEYWORD, ACQUIRES, NOT SELLS.

In form 13G you'll see this text, [RULE 13d-1(k)(1) AGREEMENT](https://www.law.cornell.edu/cfr/text/17/240.13d-1). All this legal jargon is making my brain hurt. This agreement simply means if each person/group can individually file form 13G for all the changes within form 13G, then only one statement is required. This is why we see FMR LLC file the forms.

Why is December 31, 2020 important? Form 13G says, "*Institutional investors are required to file an amendment to report any changes within 45 days of the end of the year*". What are these changes? Glad you asked, CHANGE IN OWNERSHIP.

From the filing date of [2021-02-08](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001050/filing.txt) to 2020-12-31, there are 39 days. They are reporting (6 days before the deadline of Schedule 13G) that FMR Co. LLC is now the beneficial owner of 9,276,087 shares.

They do the same 2 days later on [February 10, 2021](https://www.sec.gov/Archives/edgar/data/0000315066/000031506621001389/filing.txt), because of *changes to the information contained in a Schedule 13G form must be amended through additional reporting.* What changes? 87 shares are now owned by Strategic Advisers LLC*.* This had to be submitted *within 10 days of any month-end where the holder's ownership increases or decreases by 5% or more.*
