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[Form 4] JAPAN SMALLER CAPITALIZATION FUND INC Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Positive)
Form Type
4
Rhea-AI Filing Summary

David B. Chemidlin, a director of Japan Smaller Capitalization Fund Inc. (JOF), reported a purchase of 2,000 common shares on 09/17/2025 at a price of $10.8965 per share. After the transaction he beneficially owns 2,432 shares in total; that total includes 302 shares acquired under the issuer's Dividend Reinvestment Plan, which were exempt from Section 16 reporting under Rule 16a-11. The Form 4 was signed by Mr. Chemidlin on 09/19/2025 and filed to disclose this change in beneficial ownership.

Positive
  • Insider purchase disclosed: Director David B. Chemidlin acquired 2,000 shares at $10.8965, increasing his stake.
  • Disclosure clarity: Form 4 notes 302 DRIP shares exempt under Rule 16a-11, specifying the composition of post-transaction ownership.
  • Signed filing: Form 4 is signed by the reporting person, confirming formal compliance with reporting requirements.
Negative
  • None.

Insights

TL;DR: Director purchased 2,000 shares at $10.8965, raising beneficial ownership to 2,432 shares including DRIP shares.

The transaction is an open-market purchase by an insider, clearly disclosed on Form 4. The acquisition size—2,000 shares at $10.8965—constitutes a straightforward insider buy; it modestly increases the director's ownership but is small relative to institutional stakes in a fund. The filing also clarifies that 302 shares were added via the issuer's Dividend Reinvestment Plan and were exempt from Section 16 reporting under Rule 16a-11. No other transactions or derivative positions are reported, and there are no disclosures of dispositions or material changes beyond the purchase.

TL;DR: Proper Form 4 disclosure shows timely reporting of a director's purchase and inclusion of DRIP-exempt shares.

The Form 4 is properly signed and reports the director relationship. It specifies the transaction code (P) and the post-transaction beneficial ownership. The explicit note about Rule 16a-11 treatment for DRIP shares addresses common reporting exemptions and improves transparency. There are no indications of joint filings, pledged shares, or derivative holdings in this report.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Chemidlin David B

(Last) (First) (Middle)
C/O JAPAN SMALLER CAPITALIZATION FUND
309 WEST 49TH STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JAPAN SMALLER CAPITALIZATION FUND INC [ JOF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/17/2025 P 2,000 A $10.8965 2,432(1) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 302 shares acquired pursuant to the Issuer's Dividend Reinvestment Plan, which acquisitions were exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-11 thereunder.
/s/ David Chemidlin 09/19/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did David B. Chemidlin report for JOF?

He reported an open-market purchase of 2,000 common shares of JOF on 09/17/2025 at $10.8965 per share.

How many JOF shares does the director beneficially own after the transaction?

Following the reported transaction he beneficially owns 2,432 shares, which includes 302 shares from the Dividend Reinvestment Plan.

Were any shares acquired under an exempt rule?

Yes. The filing states 302 shares were acquired under the issuer's Dividend Reinvestment Plan and were exempt from Section 16 reporting under Rule 16a-11.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person's signature dated 09/19/2025 and discloses the 09/17/2025 transaction date.

Does the Form 4 report any derivative transactions or dispositions?

No. The filing contains only a non-derivative acquisition (purchase) of common stock and shows no derivatives or dispositions.
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