On October 10, 2023, the U.S. Securities and Exchange Commission adopted amendments 1 to certainbeneficial ownership reporting rules for beneficial owners of significant equity stake in public companiesunder Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Sections 13(d) and 13(g) of the Exchange Act, along with related rules, require any investor whobeneficially owns more than 5% of a class of voting equity securities registered under Section 12 of the Exchange Act (“covered class of securities”) to publicly file either a Schedule 13D or a Schedule 13G toreport such beneficial ownership and certain changes in ownership. The adopted amendments, among otherthings,
accelerating filing deadlines for Schedule 13D and Schedule 13G;
explicitly establishing a deadline for Schedule 13D amendment filings;
introducing more frequent amendments to Schedule 13G filings; and
extending the filing cut-off time for Schedule 13D and Schedule 13G submissions to 10:00 p.m. Eastern time, shifting from the current 5:30 p.m. Eastern time.
The key changes to the filing deadlines are summarized below:
Schedule 13D:
The initial Schedule 13D filing deadline has been shortened from 10 calendar days to 5 business days following the date on which a person acquires beneficial ownership of more than 5% of a covered class of securities.
Schedule 13D amendment filings deadlines have been revised from “promptly” to within 2 business days, after the date on which a material change occurs.
Schedule 13G:
The initial Schedule 13G filing deadline for qualified institutional investors and exempt Investors has been revised from within 45 days after the end of the calendar year in which beneficial ownership first exceeds 5% of the covered class of securities to within 45 days after the end of the calendar quarter in which the aforementioned threshold is reached.
The deadline for passive investors to file an initial Schedule 13G has been reduced from within 10 calendar days to within 5 business days following the date on which they acquire beneficial ownership of more than 5% of a covered class of securities.
The general deadline for Schedule 13G amendments filing has been revised from within 45 days after the end of the calendar year in which any change occurs to within 45 days after the end of the calendar quarter in which a material change takes place.
The deadline for exempt investors to file a Schedule 13G amendment has been modified from within10 calendar days after the end of the month in which beneficial ownership first exceeds 10% of a covered class, to within 5 business days after the end of the month in which beneficial ownership first exceeds 10% of a covered class, and thereafter upon any increase or decrease by more than 5% of the covered class.
The adopted amendments will become effective 90 days after publication of the new rules in the Federal Register. However, compliance with the new Schedule 13G filing deadlines will become effective on September 30, 2024.
1 The full context of the amendments is available at https://www.sec.gov/files/rules/final/2023/33-11253.pdf