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topicnews · September 13, 2024

SEC changes filing deadlines for Schedule 13G: New quarterly rules

SEC changes filing deadlines for Schedule 13G: New quarterly rules

Schedule 13G filing and amendment deadlines will change. Regular 13G amendments must now be filed quarterly instead of annually.

As we discussed in our Alert last fall (available here), the SEC adopted new rules for beneficial ownership reporting in October 2023, including an acceleration of the filing deadlines for Schedule 13Gs and Schedule 13Ds, other changes to the rules, and additional guidance on swaps and “grouping.” While the new rules took effect in February 2024, the SEC postponed the effective date of the revised deadlines for Schedule 13Gs to September 30, 2024. The new deadlines affect all 13G filers, including (i) qualified institutional investors (QIIs) filing under Rule 13d-1(b); (ii) passive investors filing under Rule 13d-1(c); and (iii) exempt investors filing under Rule 13d-1(d).

The amended rules require the filing of an initial Schedule 13G (i) within 45 days after the end of the quarter in which a QII or exempt investor exceeds the 5% threshold at the end of the quarter; or (ii) within five business days after crossing the 5% threshold for passive investors. QIIs whose beneficial ownership exceeds 10% must file within five business days after the end of the month rather than waiting until the end of the quarter, and certain amendments are now due within two business days rather than “immediately.”

The new rules require that all Schedule 13G filings be amended within 45 days of the end of the quarter in which a material change occurs. The SEC has declined to add a specific materiality threshold to Rule 13d-2(b), and Schedule 13G filers must assess whether a change in information, including changes in their beneficial ownership, is “material” using the standard definition of materiality under the U.S. securities laws. While the SEC has said the 1% ownership change standard for Schedule 13D amendments would be “informative” for Schedule 13G filers, it is not determinative.

Due to the new quarterly deadline, initial and amended 13G filings must be filed by 10:00 p.m. Eastern Time on Thursday, November 14. This applies to taxpayers reporting material changes since the last 13G filing, QIIs, or exempt taxpayers filing their first 13G filings.

As a result of these changes, publicly traded companies will have additional sources of information available on a quarterly basis to monitor the holdings of their major shareholders, in addition to the forms already filed quarterly by institutional investors (Form 13F).

The new deadlines are summarized in the following table, which has been modified from the SEC’s acceptance notice.

New filing deadlines for Schedule 13G

Initial registration deadline QIIs and exempt investors: 45 days after the end of the calendar quarter in which beneficial ownership exceeds 5%. Rules 13d‑1(b) and (d) QIIs: Five business days after the end of the month in which beneficial ownership exceeds 10%. Rule 13d‑1(b) Passive investors: Within five business days of acquiring beneficial ownership of more than 5%. Rule 13d‑1(c)
Change Triggering Event All Form 13G filers: Material change to information previously reported on Form 13G. Rule 13d‑2(b) QIIs and passive investors: Same as current Schedule 13G – if beneficial ownership exceeds 10% or beneficial ownership increases or decreases by 5%. Rules 13d2(c) and (d)
Deadline for submitting changes All Schedule 13G filers: 45 days after the end of the calendar quarter in which a material change occurred. Rule 13d‑2(b) QIIs: Five business days after the end of the month in which beneficial ownership exceeds 10% or there is an increase or decrease of 5% in beneficial ownership. Rule 13d‑2(c) Passive investors: Two business days after exceeding 10% beneficial ownership or an increase or decrease of 5% in beneficial ownership. Rule 13d‑2 d)
Deadline for submission 10pm Eastern Time

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