SEC amends large shareholder reporting rules

Insights and Analysis

SEC amends large shareholder reporting rules

SEC Update

06 November 2023

On October 10, the SEC adopted long-awaited amendments to Regulation 13D-G under the Exchange Act, which requires beneficial owners of more than 5% of a class of voting equity securities registered under Exchange Act Section 12 to report their ownership on either a Schedule 13D or a Schedule 13G. The filings inform the market about acquisitions of securities that could allow filers to control or influence control over an issuer.

The amended rules shorten the filing deadlines for initial and amended Schedule 13D and 13G reports. The amendments also require reporting persons to submit their filings using a structured, machine-readable data language to improve the accessibility and usability of the disclosures.

The scope of the rule amendments is less far-reaching than those the SEC proposed last year. The SEC did not adopt a proposed amendment that would have treated holders of certain cash-settled derivative securities as beneficial owners of equity securities referenced by the derivative securities. Nor did the SEC adopt amendments specifying circumstances in which persons acting together may be deemed to form a “group” that is required to report beneficial ownership of all equity securities owned by each member.

The SEC instead has furnished guidance regarding the application of the current beneficial ownership reporting rules to an investor’s use of the specified types of cash-settled derivative securities. It also has issued guidance regarding the current legal standard for group formation and the types of shareholder engagement activities that will not give rise to group status and trigger filings on Schedule 13D or 13G.

The rule amendments will be effective on February 5, 2024. Initial compliance is deferred until September 30, 2024 for the revised Schedule 13G filing deadlines and until December 18, 2024 for the structured data requirements applicable to all filings.

The SEC’s release (No. 34-98704) describing the amendments can be viewed here.

Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Kevin Greenslade, Evan Koster, Weston Gaines, Spencer Leroux, and Gibby Wagner.

Contacts

Meredith Hines

Counsel

location New York