On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G. While compliance with the amendments to the rules governing beneficial ownership reporting on Schedule 13D went into effect on February 5, 2024, compliance with the revised Schedule 13G filing deadlines set forth below are effective on September 30, 2024.
For additional information regarding amendments to the rules governing beneficial ownership reporting on Schedules 13D and 13G see “SEC Announces Charges Against Insiders for Reporting Failures and Adopts Amendments to Schedule 13D and 13G Report Filing Timelines”.
FOOTNOTES
[1] “Qualified Institutional Investors” include (i) a broker or dealer registered under Section 15 of the Exchange Act; (ii) a bank as defined in Section 3(a)(6) of the Exchange Act; (iii) an insurance company as defined in Section 3(a)(19) of the Exchange Act; (iv) an investment company registered under Section 8 of the Investment Company Act of 1940; (v) a person registered as an investment adviser under section 203 of the Investment Advisers Act of 1940; (vi) a parent holding company or control person (if certain conditions are met); (vii) an employee benefit plan or pension fund that is subject to the provisions of the Employee Retirement Income Security Act of 1974; (viii) a savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (ix) a church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; and (x) non-U.S. institutions that are the functional equivalent of any of the institutions listed in Rule 13d-1(b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution and related holding companies and groups
[2] References to quarters and months refer to calendar quarters and months. Ownership is only measured as of quarter- or month-end, as applicable, rather than on any other dates during the quarter or month, as applicable.
[3] “Exempt Investor” means persons holding beneficial ownership of more than 5% of a covered class, but who have not made an acquisition of beneficial ownership subject to Section 13(d) of the Exchange Act.
[4] “Passive Investors” means beneficial owners of more than 5% but less than 20% of a covered class who can certify under Item 10 of Schedule 13G that the subject securities were not acquired and are not held for the purpose or effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
[5] In its guidance, the SEC indicated that any acquisitions or dispositions of 1% or more of the outstanding class of securities should be deemed “material” for Schedule 13G amendment purposes, which is the same as the 1% threshold prescribed under Rule 13d-2(a) for Schedule 13D amendment purposes.
