U.S. – SEC 13G New Substantial Shareholding Reporting Effective

U.S. – SEC 13G New Substantial Shareholding Reporting Effective

On 30 September 2024, the SEC's new reporting regime for SEC Schedule 13G becomes effective.

Filings Deadlines:

  • QIIs & Exempt Investors: 45 days after calendar quarter in which substantial shareholding exceeds 5%.
  • Passive Investors: Within 5 business days after acquiring substantial shareholding of more than 5% [Rule 13d-1(c)].

Amendments:

  • All 13G Filers: Within 5 business days after acquiring substantial shareholding of more than 5% [Rule 13d-1(c)].
  • QIIs & Passive Investors: Upon exceeding 10% substantial shareholding or a 5% increase or decrease in beneficial ownership [Rules 13d-2(c) and (d)].

Amendment Filings:

  • All Schedule 13G Filers: 45 days after calendar quarter in which a material change occurred [Rule 13d-2(b)].
  • QIIs: 5 business days after exceeding 10% substantial shareholding or a 5% increase or decrease in beneficial ownership [Rule 13d-2(c)].
  • Passive Investors: 2 business days after exceeding 10 percent substantial shareholding.