Schedules 13D and 13G
Schedules 13D & 13G
When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company’s equity securities, they are required to file a Schedule 13D and 13G with the SEC. Depending upon the facts and circumstances, they may be eligible to file the shorter Schedule 13G in lieu of Schedule 13D.
Schedule 13D and when to file
Beneficial owners who must file SC13D are considered active investors, where the person(s) involved seek to influence management or exert control. The SEC mandates that any beneficial owners must file Schedule 13D within 10 days after the purchase of securities.
If there are any material changes to the information filed in Schedule 13D, the beneficial owners must amend and file using SC13D/A. Material change may include any increase or decrease of at least 1% in the percentage of the class of securities held by the beneficial owner.
Schedule 13G and when to file
Beneficial owners who must file SC13G are considered passive investors, qualified institutional investors or exempt investors. Persons not seeking to acquire or influence control of the issuer and who own less than 20% of the class of securities.
The following exemptions allows a filer to file Schedule 13G in lieu of Schedule 13D:
- Rule 13d-1(c) – Passive Investors that have not acquired the security with the intent nor effect of influencing control over the issuer or not directly or indirectly the beneficial owner of 20% or more of the security. Investor must file within 10 days.
- Rule 13d-1(b) – Institutional Investors that acquire securities and not with intent nor with effect of influencing control of the issuer. Investor must file within 45 days of end of year in which they acquired more than 5% and within 10 days of end of the month in which they acquired more than 10%.
- Rule 13d-1(d) – Exempt investors are persons holding more than 5% of an equity securities who are not subject to or whose acquisitions are exempt from Section 13(d). Investor must file within 45 days of the calendar year in which they acquired more than 5%.