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.
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.