On 10 October 2023, the SEC adopted rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g), updating Reg 13D-G.
“Today’s adoption updates rules that first went into effect more than 50 years ago,” said SEC Chair Gary Gensler. He added that that the goal of the amendments is to accelerate access to material information by investors in today’s fast-paced financial markets.
Summary of the amendments:
1. Accelerated filing deadlines :
Schedule 13D: Initial filing deadline shortened from 10 days to 5 business days. Amendment filing deadline shortened from “promptly” to 2 business days
Schedule 13G:
For beneficial ownership that exceeds 5%, shortened from 45 days after calendar year-end to 45 days after calendar quarter-end.
For beneficial owner that exceeds 10%, shortened from 10 days after month-end to 5 business days after month-end.
Passive Investors: Shortened from within 10 days to 5 business days
2. Structured data requirement: Schedules 13D and 13G must be filed using a machine-readable XML-based language. To that end, the SEC made technical changes to Reg S-T.
Not adopted:
Rules Deadline:
Compliance with the revised Schedule 13G filing deadlines will be required beginning on Sept. 30, 2024. Compliance with the structured data requirement for Schedules 13D and 13G will be required on Dec. 18, 2024. Compliance with the other rule amendments will be required upon their effectiveness.
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SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting
Modernization of Beneficial Ownership Reporting