This browser is not actively supported anymore. For the best passle experience, we strongly recommend you upgrade your browser.
| 1 minute read

SEC Adopts Amendments to Schedules 13D/13G (Rules Governing Beneficial Ownership Reporting)

On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) adopted rule amendments relating to Schedule 13D and Schedule 13G (click here to read the SEC's fact sheet). These forms are required to be filed by all beneficial owners of 5% of more of a public company's equity securities. Among other changes, the new rules significantly reduce the amount of time to make these filings:

  • For Schedule 13D filers and Schedule 13G filers that are passive investors, the initial filing deadline is shortened from 10 days to five business days after a person becomes a 5% or greater beneficial owner of the applicable securities.
  • For Schedule 13D, amendments must be filed within two business days of the change requiring an amendment (consistent with the timing requirements for Section 16  filings (Forms 3, 4 and 5)).
  • For Schedule 13G filers that are qualified institutional investors and exempt investors (persons holding beneficial ownership of more than 5% of a covered class, but who have not made an acquisition of beneficial ownership subject to Section 13(d) (for example, persons who acquire all of their securities prior to the issuer registering the subject securities under the Exchange Act)), the amendments shorten the initial filing deadline from 45 days after the end of a calendar year to 45 days after the end of the calendar quarter in which the investor beneficially owns 5% or more of the applicable securities.
  • In addition, for all Schedule 13G filers, the amendments generally require that an amendment be filed 45 days after the calendar quarter in which a material change occurred rather than 45 days after the calendar year in which any change occurred.

In addition, the amendments extend the filing cutoff times for filing a Schedule 13D or Schedule 13G 13G from 5:30 to 10:00 p.m. Eastern Time (consistent with the cutoff times for Section 16 filings).

These rules will be effective 90 days after they are published in the federal register.


capital markets, corporate, corporate governance, corporate & finance