Overview
In October 2023, the Securities and Exchange Commission (SEC) adopted amendments to modernise the rules governing beneficial ownership reporting. Beneficial ownership reporting is where investors in US securities must publicly disclose when they become beneficial owners of 5% or more of a covered class of equities, the [in]famous Regulation 13D-G.
Amendments
Accelerated filing deadlines for initial and amended Schedules 13D and 13G beneficial ownership reports.
Clarified the Schedule 13D disclosure requirement regarding certain derivative securities.
Required that Schedules 13D and 13G filings be made using a structured, machine-readable data language.
Provided guidance on other topics, including the application of existing beneficial ownership rules with respect to cash-settled derivatives, and circumstances under which two or more persons have formed a "group" that is subject to beneficial ownership reporting obligations.
Impact to 13G filers
13G initial deadline was 45 days after calendar year-end, will now be required after each quarter end, starting on September 30, 2024.
13G amendments were required on any change, and will now only apply to material changes.
All filers must comply with the structured data requirement by December 18, 2024.
The Good News?
As a FundApps client, you can sit back and relax.
FundApps already covers the existing rules in our Shareholding Disclosure product, and updates to those will take effect on September 30, 2024. We’re helping compliance officers to correctly monitor their existing positions following the new guidance, as well as automating the generation of the new machine-readable (XML) disclosure form for 13G. All these updates will be included as part of your Shareholding Disclosure subscription at no extra charge!