Mark Buckley-Jones
Director
The SEC this week adopted rule amendments governing beneficial ownership reporting, including shortening Schedule 13D and 13G filing deadlines for investors acquiring more than 5% of a covered class of equity securities (“Beneficial Owner”). The rules intend to reduce information asymmetries in the market while improving transparency and liquidity, resulting in a more informed investor.
The Securities Exchange Act of 1934 previously required Beneficial Owners with control intent to file a Schedule 13D within 10 days of surpassing the 5% ownership threshold. Exempt Beneficial Owners, such as passive investors and qualified institutional investors, were required to file a Schedule 13G within 45 days after calendar year end.
Under the adopted rules, initial Schedule 13D filings must be made within 5 business days and amendments thereto within 2 business days.
Schedule 13G filings have varied accelerated reporting timelines:
- For qualified institutional investors and exempt investors, the initial filing deadline is 45 days after the end of the calendar quarter in which 5% threshold is crossed;
- For other Schedule 13G filers (i.e., passive investors), the amendments shorten the initial filing deadline from 10 days to five business days.
The amendments also accelerate the Schedule 13G amendment obligations when beneficial ownership exceeds 10 percent or increases or decreases by 5 percent.
In response to public feedback, the SEC did not adopt two of the changes included in its original proposal. Instead, the SEC provided guidance on when two persons may be considered a group for filing purposes, and set forth the circumstances under which certain cash settled derivatives count towards the 5% ownership threshold.
Compliance with the revised Schedule 13G deadlines will be required effective September 30, 2024, and all other requirements are effective December 18, 2024.
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