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.
| Triggering Event | Filing Deadline |
| Initial Schedule 13G Filing | |
| The beneficial ownership of a Qualified Institutional Investor (QII)[1] exceeds 5% at quarter-end[2] (but does not exceed 10% at month-end during the quarter). The beneficial ownership of an Exempt Investor[3] exceeds 5% at quarter-end. | 45 days after the applicable quarter-end. |
| The beneficial ownership of a QII exceeds 10% at month-end. | Five business days after the applicable month-end. |
| The beneficial ownership of a Passive Investor[4] exceeds 5%. | Five business days after the date on which the acquisition occurred. |
| Amendments to Schedule 13G | |
| Any material change[5] in the information set forth in the most recent Schedule 13G. | 45 days of the end of the quarter in which the change occurred. |
| The beneficial ownership of a QII exceeds 10% at month-end. | Five business days after the applicable month-end. |
| The beneficial ownership of a QII who is already a 10% beneficial owner increases or decreases by more than 5% at month-end. | Five business days after the applicable month-end. |
| The beneficial ownership of a Passive Investor exceeds 10%. | Two business days after the date of the applicable acquisition. |
| The beneficial ownership of a Passive Investor who is already a 10% beneficial owner increases or decreases by more than 5%. | Two business days after the date of the applicable acquisition or disposition. |
| Schedule 13G Filer Required to File Schedule 13D | |
| Change in investment intent of a Passive Investor or QII such that the investor acquires or holds more than 5% for the purpose or effect of changing or influencing control of the issuer; or Beneficial ownership of a Passive Investor exceeds 20%; or QII ceases to qualify as QII under Rule 13d-1(b)(1)(ii) and is not a Passive Investor; or QII no longer holds the securities in the ordinary course of business. | Five business days after the change in status. |
| Exempt Investor conducts a non-exempt acquisition. | Five business days after the acquisition. |
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.