• UN PRI issued policy briefing, FAQ discussing schedule 13(D) and 13(G) reporting.
• Provided high-level overview of a specific regulatory provision of US SEC governing filings for investors with substantial shareholding of  5% or more of any class of company’s outstanding stock.
• Follows February, SEC updated compliance and disclosure interpretations.

Policy Briefing

• Released amended Compliance, Disclosure Interpretation (C&DI) of existing regulation.
• PRI signatories seek to better understand purpose and substance of the staff guidance.
• Intended for PRI signatories unfamiliar with the SEC’s beneficial ownership regulations.
• Specifically those with substantial shareholdings; close to 5% threshold.
• Briefing is comprised of generalized summaries; not reliable upon for decision-making.
• Readers should consult legal counsel re application, interpretation to their practices.

Schedules

• Schedules 13(D) and 13(G) are two types of filings that the SEC requires investors to submit when their shareholding reaches 5% or more of any class of a US company’s outstanding stock.
• Aims to provide market transparency as to who may be seeking to change or influence control of a publicly traded company; only applicable to those that meet 5% threshold.
• Must file Schedule 13(D) when investor/group of investors owns 5%/more of any class of a US company's outstanding stock and have an intent to change/influence control.
• Schedule 13(G) required when investor/group of investors owns 5%/more of any class of a US company's outstanding stock and do not have intent to change or influence.
• Schedule 13(D) required detailed disclosure to be filed with the SEC within 5 business days of reaching the 5% shareholding ownership threshold; as well as regular updates.
• Schedule 13(G) is an abbreviated, short-form version with an extended filing deadline.