SEC Modernises Beneficial Ownership Reporting Rules

On 10 October 2023, revisions to Schedule 13D and 13G were adopted by the Securities and Exchange Commission. These are filing sections of the Exchange Act applicable to investors who hold over five percent beneficial ownership of covered class equity securities. The modifications are centred around the aim of keeping up with modern fast-paced markets, by lowering information irregularities and allowing investors to receive information in a timely manner. The amendments will come into effect on 5 February 2024. They include:

 

Both Schedule 13D & 13G Filers:

  • Filing time deadline extended from 5:30 pm to 10:00 pm (Eastern time).

  • Filings must use a machine-readable and structured data language.

 

Schedule 13D Filers:

  • Initial filing deadline reduced from 10 days to 5 business days.

  • Item 6 of Schedule 13D disclosure requirements revised, to clarify that a person utilising the issuer’s equity security as a reference security, is now required to disclose interests in all derivative securities.

 

Schedule 13G Filers:

  • Passive Investors:  initial filing deadline reduced from 10 days to 5 business days.

  • Qualified Institutional Investors & Exempt Investors: initial filing deadline reduced from 45 days after the end of a calendar year to 45 days after the end of the calendar quarter.

  • Material changes required to be filed 45 days after the calendar quarter in which it occurred, rather than 45 days after the calendar year end.

  • Qualified Institutional Investors & Passive Investors:  if their beneficial ownership surpasses 10 percent or changes by 5 percent (increase or decrease), reporting obligations are increased.  

 

Press Release: https://www.sec.gov/news/press-release/2023-219