September 11, 2024

New Schedule 13G filing deadlines looming

Fenwick & West LLP

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Fenwick & West LLP

New filing deadlines for Schedule 13G become effective on September 30. In October 2023, the SEC adopted new rules governing beneficial ownership reporting, including accelerating the filing deadlines for Schedule 13G and extending the filing day deadline. See Fenwick’s alert “SEC Adopts Rules for Shorter Deadlines and More Transparency in Share Ownership Reporting” for more details on new SEC rules and deadlines for share ownership reporting.

Note that amended 13G filings must be filed by 10 p.m. EST on Thursday, November 14 to report material changes since the filer’s last 13G filing.

New Schedule 13G
Initial Filing Deadline	QIIs & Exempt Investors: 45 days after calendar quarter end in which beneficial ownership exceeds 5%. Rules 13d-1(b) and (d) QIIs: Five business days after month-end in which beneficial ownership exceeds 10%. Rule 13d-1(b) Passive Investors: Within five business days after acquiring beneficial ownership of more than 5%. Rule 13d-1(c)
Amendment Triggering Event	All Schedule 13G Filers: Material change in the information previously reported on Schedule 13G. Rule 13d-2(b) QIIs & Passive Investors: Same as current Schedule 13G—upon exceeding 10% beneficial ownership or a 5% increase or decrease in beneficial ownership. Rules 13d2(c) and (d)
Amendment Filing Deadline	All Schedule 13G Filers: 45 days after calendar quarter-end in which a material change occurred. Rule 13d-2(b) QIIs: Five business days after month-end in which beneficial ownership exceeds 10% or a 5% increase or decrease in beneficial ownership. Rule 13d-2(c) Passive Investors: Two business days after exceeding 10% beneficial ownership or a 5% increase or decrease in beneficial ownership. Rule 13d-2(d)
EDGAR Filing “CutOff” Time	All Schedule 13G Filers: 10 p.m. EST. Rule 13(a)(4) of Regulation S-T

_{^{A QII (Qualified Institutional Investor) files its Schedule 13G under Rule 13d-1(b).}}

_{^{An “Exempt Investor” files a Schedule 13G under Rule 13d-1(d).}}

_{^{A “Passive Investor” files a Schedule 13G under Rule 13d-1(c).}}

The SEC continues to closely monitor the implementation of the new beneficial ownership rule. The SEC has already issued several comment letters about the timing of Schedule 13D filings (for example, see here) and recently charged Carl Icahn for allegedly failing to file required amendments to his Schedule 13D.

Beyond technical compliance, legal counsel should also inform their management and investor relations team about these new deadlines. Public information about stockholders’ holdings will now be available sooner. As result, investor relations may want to review these filings so they can track changes in the company’s shareholder base and prepare for any questions, particularly before earnings. The accelerated deadlines can also help investor relations monitor which investors are increasing their ownership stake and target outreach efforts.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.