Section 13 of the Securities and Exchange Act of 1934 requires investment managers of certain publicly-traded equity securities to file reports on Schedules 13D and 13G, and Forms 13F and 13H. Each of these forms are detailed below:
Schedule 13D is commonly known as a “beneficial ownership report.” It is required when a person or group acquires 5% or more of a voting class of an equity security. It describes who the shareholder is and why they have taken a significant stake in the security. This schedule must be filed within 10 days of the transaction in an HTML format.
There are 7 sections the filer must include on their Schedule 13D:
- Identifying information about the security purchased
- Identifying information about the buyer
- Source and amount of funds
- Purpose and intentions of transaction
- Interest in securities of the issuer
- Any contracts, arrangements, understandings, or relationships between the purchaser and issuer
- Exhibits of written agreements or other documents
Each time the beneficial owner’s holdings change by 1% or more, they must file an amendment to the original Schedule 13D within 2 days.
Schedule 13G is a shorter version of a Schedule 13D with fewer requirements. This schedule is required for any individual or group acquiring 5% or more of the voting rights of an equity security. These filings are in an HTML format.
A Schedule 13G can be filed instead of a Schedule 13D if they meet one of the following exemptions:
- Rule 13d-1(b): Institutional investors acquire the securities in the ordinary course of business rather than to control the issuer
- Rule 13d-1(c): Non-institutional investors who are not beneficial owners of 20% or more of the security and have no intent to control the issuer
- Rule 13d-1(d): Securities acquired before December 22, 1970
The filing deadlines for a Schedule 13G are slightly different than the Schedule 13D.
- Institutional investors who have between 5% and 10% of voting rights must file within 45 days of the end of the year.
- Those investors who have above 10% of voting rights must file within 10 days of the first month above the threshold.
- Non-institutional investors who have 5% or more in voting rights must file within 10 days of acquisition
- Previously exempt investors (through Rule 13d-1(d)), must file within 45 days of the end of the year where they became obligated to file
- Any changes of 5% to voting percentage must be filed on an amendment within 10 days.
Form 13F is a quarterly report filed by institutional investment managers with at least $100 million in assets. This report discloses all long holdings of the security’s investment manager’s portfolio in order to increase the availability of information for the public. The filings are not required to include any short positions. The SEC requires these forms to be filed within 45 days of the end of a calendar quarter in an XML format.
There are 3 sub-types of the 13F form:
- 13F Holdings Report (13F-HR): When all of the applicable securities are within the report
- 13F Notice (13F-NT): When none of the applicable securities are within the filer’s report but are within someone else’s report
- 13F Combination Report (13F-HR): When there is a combination of securities that are within the filer’s report and within the reports of other filers
For each holding in the portfolio, the investment manager must report the issuer name, description of the class, number of shares owned, and the fair market value of the securities. The holdings should be listed in alphabetical order based on the issuer name.
Form 13H is a required form for large traders whose exchange-listed equity securities equal or exceed two million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month.
The initial filing (Form 13H) is required to be filed within 10 days of crossing the transaction threshold outlined above. After submitting this filing, the trader is given a large trader identification number (LTID) that they must provide to any broker-dealer doing transactions on their behalf. After the initial filing, reports must be submitted on an annual basis (Form 13H-A) within 45 days of the end of the calendar year, and a quarterly basis (Form 13H-Q) within 10 days of the end of the calendar quarter if there are any necessary amendments.
These 13H forms can only be filed using EDGAR’s web-based form. The filing includes detailed information on the large trader, including their address, tax ID, and contact information. It also asks for details on the nature of business engaged in by any of their affiliates, organizational structures of the associated parent company, executive leadership of the trader, and any associated broker-dealers.
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