Overview
Last October, the SEC adopted changes to beneficial ownership reporting (read all about it here). The changes introduced shorter deadlines and a new requirement to use machine-readable formats (XML).
In this article, we will cover how the 13G form functionality works with the new Free Text Fields, which are designed for customizing the form.
13G XML Disclosure Form
13G filings must use a structured, machine-readable data language starting December 18, 2024.
In FundApps, there are three different variations of the 13G.xml disclosure form:
MajorUS-13G - includes all entities and portfolios
MajorUS-13G-5 - includes all entities and portfolios which themselves hold over 5%
MajorUS-13G-Entities - includes all entities which hold over 5%
Important Note: Please choose the correct form version that corresponds to the portfolios/entities you want to disclose. If unsure, review all versions to decide which one is most applicable.
The 13G forms will be generated with pre-populated values where possible. Where does this input data come from?
Results (based on the daily positions file)
Portfolio Properties
Form Properties input
The Global Company Database
The Forms Properties section now supports editable fields known as the Free Text Field functionality. With this new addition, clients can customize the form to the desired output in FundApps. This new workflow eliminates the need for editing XMLs.
Common Questions
Q: Is there an audit trail for these editable fields? What happens if I rerun my file on the NavDate where I have made Form Properties input edits?
A: The audit trail at the bottom right-hand corner clock icon logs the person and time who made any changes to the Form Properties input. However, it does not indicate what inputs were made or where it was made. If you rerun a file or re-upload a file to the same NavDate where you have made any changes to the Form Properties input, the input values will not persist and will be cleared out. Therefore, it is important for you to make sure all data points in the Result Details page are thoroughly investigated and the data is accurately presented before you proceed to use the Form Properties inputs.
Q: What happens if my Form Properties input edits are cleared out after a file rerun or a file re-upload?
A: If the input values are cleared out after a rerun has happened or after a new file has been re-uploaded, you may simply re-input those Form Properties inputs in the editable fields before saving them again.
Q: What is the yellow Speed Up Disclosure warning box?
A: You may disregard the Speed Up Disclosure warning table, as it is no longer in use and will be removed from the UI in 2025. The sections below will show pre-populated disclosure values in the greyed-out fields, and you can make changes to the disclosure form using the empty free-text fields.
How to Utilize the Free Text Fields to Customize the 13G Form
The free text fields are in the Forms Properties tab within the 13G result details. Once there, please select any of the three form variations available: MajorUS-13G, MajorUS-13G-5, and MajorUS-13G-Entities. The free text fields are only available for the XML input, not the HTML. Here, you can enter the desired data for customization. The data section has several parts, including Filer information, form data, Cover Page Header reporting person details, Items, Exhibit info and Signature information. Once you have finished entering data, click Save at the bottom of the page and click Generate Document on the Result details page. The changes will be reflected in the generated 13G form.
Common Questions
Q: Why can’t I use all the free text fields to override FundApps-generated values on the form?
A: Not all free text fields will override existing pre-populated values on the form. Instead, they will add to the existing values. This decision was made to ensure a robust audit trail. We intend to keep pre-populated values with what the system has calculated through your positions data and form properties inputs. However, there are a few free text fields that are fully overridable, and we intend to extend the override capability to more fields as we progress.
13G Style Sheet - New HTML Placement in the XML Preview Folder
Along with the release of the free text fields, we also released the 13G XML style sheet. With this style sheet, FundApps will transform the XML data into a human-readable mockup HTML version of the 13G forms.
Common Questions
Q: What are the style sheets used for?
A: The style sheet enables clients to review the 13G form. The changes can be easily reviewed by comparing the XML version to readable HTML.
Q: How to access the style sheet?
A: The style sheet and the HTML version of the form are in the DisclosureReport zip folder created via the Generate Document button in the result details. You will need to extract the folder, and the style sheet will be in the XmlPreview folder.
Form Properties Data Section
The form properties data section contains several areas for editing: header data, form data, exhibit and signatory details.
Header Data
Header Data consists of filer information, such as EDGAR credentials and contact details for the relevant filer.
Submission Type: this indicates the type of form and is pre-populated (not editable).
Previous Accession Number: You will receive this number after initial filing for an issuer. As such, it’s applicable to amendment or exit filings only and not relevant for initial filings. When a submission is made with EDGAR for initial filing, the filer will receive an accession number and this must be used for the subsequent disclosure amendments. The accession number is in the submission notification email from [email protected] of the initial filling.
Filer Info
Filer Credentials
CIK: The SEC Confidential Central Index Key number is a code that the SEC assigns to each filer. This field is mandatory for the reporting (Top) entity and you may optionally provide the CIK number for other portfolios and entities if available.
How to populate this via the UI: In Portfolios and Entities, select the Top Entity and navigate to Form Properties for the Regulator IDs section.
How to populate this via the portfolio file upload: Upload this to the Portfolios File under the column header “USSECCIK.”
CCC: The Central Index Key is an SEC tracking number that the SEC assigns to each filer. This field is mandatory for the reporting (Top) entity.
How to populate this via the UI: In Portfolios and Entities, select the Top Entity and navigate to Form Properties for the Regulator IDs section.
How to populate this via the portfolio file upload: Upload this to the Portfolios File under the column header “USSECCCC.”
Contact Details
If you wish to specify an individual who will be contacted regarding the submission, please use the below free text fields to indicate the contact person for the EDGAR form submission.
Contact Name
Contact Phone Number
Contact Email Address
Common Questions
Q: Where can I populate my IRS number?
A: The IRS number is not a field required for the XML form and was only used in the legacy form. The IRS number is already linked to the CIK of the reporting entity, and the CIK number is used to log into the EDGAR portal to submit any filings. Although you might see the field input option for Form13GIRSNumber in the Portfolios/Entites Form Properties setting, this is no longer required for 13G submission.
Form Data
Cover Page Header
Amendment Number: Edit amendment number via Free Text Field
Securities Class Title (This will be used for the cover page and Item 2(b)): The share class value is supplied by the input value of TitleOfClass property. If this property is missing, please update accordingly via the positions upload file or via an override to update the missing or empty share class.
Data override of TitleOfClass Example: please set the Condition property of InstrumentID to target the TitleOfClass property.
Issuer Info
Issuer CIK: The SEC assigns this code to each issuer. It is a required field in the XML form. Please ensure that this field is populated.
Issuer Name: This is a pre-populated field (not editable) based on your positions file data.
Issuer CUSIP: This is a pre-populated field (not editable) based on your positions file data.
Issuer Principal Executive Offices Address
This will be used for Item 1(b) of the 13G form. The issuer address will be fetched from the Global Company Database via the Legal Address section if available. If no information is available via the Global Company Database or if you wish to enter the desired issuer address, please use the free text fields in the Issuer Principal Executive Office Address section to complete the following four fields:
Street1
City
State or Country
Zip code
Common Questions
Q: How can I populate the State or Country field for a US, Canadian, or non-US address?
A: If the country is the US or Canada, this is typically formatted as a 2-letter state code for the US and A0-A9 for Canada, with exceptions on the federal level. For countries outside the US or CA, you will use just the country code that is a Number-and-Letter combination.
Q: How can I find the state or country code to use on the form?
A: There are two ways to determine the state or country code:
For US & Canada addresses, you may enter the code in the Section13EntityProvinceState form property dropdown on the Portfolios/Entities page.
For non-US & Canada addresses, you may use the Value Set “US13FCountries” table found in the “US13F” folder. You will search in the right column (Value) using the two-letter country code and use the value returned in the left column (Display) for the State or Country free text field.
For example, if your address is in New Caledonia, you may look up the two-letter ISO country code assigned to New Caledonia on the web, which is NC. Then search NC in the right column (Value), then on the left column (Display), it will return the EDGAR accepted Country value of 1W to be used on the form.
Designate Rule Pursuant This Schedule Filed
This is a pre-populated field to indicate the rule to which this disclosure is filed
Cover Page Header Reporting Person Details
Reporting Person Name: It corresponds to 13G form cover page Box 1 - Names of Reporting Persons. This is the entity name or portfolio name that you will be filing based on your result
Member Group: This corresponds to 13G form cover page Box 2 - Member of a Group. You can update this using the Member Group free text field by inputting either a or b. This field is case-sensitive and uses lowercase letters.
2(a) If any of the shares beneficially owned by a reporting person are held as a member of a group and that membership is expressly affirmed
2(b) If the reporting person disclaims membership in a group or describes a relationship with another person but does not affirm the existence of a group [unless it is a joint filing pursuant to Rule 13d-1(k)(1), in which case it may not be necessary to check row 2(b)].
Citizenship or Place of Organization: This corresponds to Box 4 on the 13G form cover page. It can be updated via Portfolios and Entities.
Select the corresponding portfolio/entity, navigate to the Form Properties tab, and then look under Company Address > Country.
This needs to be populated for all portfolios and entities.
If, in the Country field, either the United States or Canada is specified as the Country, you will also need to input the State/Province within the SEC section in the Section13EntityProvinceState field. For countries outside the US or Canada, only the Country field is populated on the form. Once the form is generated, you should be able to see the State/Province populated on the form.
Reporting Person Beneficially Owned Number Of Shares
This information corresponds to the 13G form cover page Box 5 to 9 - Number of Shares Beneficially Owned by Each Reporting Person With Division between Sole/Shared Voting/Dispositive Power. These fields specify values that indicate where a portfolio should be aggregated on Form 13G.
For sole discretion, insert 'Voting', 'Management' or ‘Voting, Management’
For shared discretion, insert 'VotingShared', 'ManagementShared' or ‘'VotingShared, ManagementShared'
Possible Input Values | When to Use the Input Values |
Voting | Sole voting, none management |
Management | Sole management, none voting |
Management,Voting | Sole management, sole voting |
ManagementShared | Shared management, none voting |
VotingShared | Shared voting, none management |
VotingShared,ManagementShared | Shared voting, shared management |
ManagementShared,Voting | Shared management, sole voting |
VotingShared,Management | Shared voting, sole management |
To update these fields:
Navigate to Portfolios and entities, select the relevant portfolio/entity, navigate to Form Properties, and then look under the Form 13G section.
Please reference the above chart to determine the correct input value. Value input should be separated by a comma.
How to populate this via the portfolio file upload: you can bulk update these values via Portfolio File CSV under the header column of “ManagementOrVotingPower”.
Please populate for all portfolios and entities.
Type of Reporting Person
This information corresponds to 13G form cover page Box 12 - Type of Reporting Person. The USReportingPersonType field in Form Properties under Portfolio Properties populates this field. Clients may select more than one input.
This selection will also be reflected in Item 3 (discussed below), where it will use the values for all the entities to fill in a check for every USReportingPersonType box if at least one of the entities is selected as a USReportingPersonType value
If you report on the portfolio and entity levels, this should be populated for all portfolios and entities. If you only file on the entity levels, populate for all entities.
Comments
For any cover page footnote comments, please use the Comment field to input the text. This will show up at the bottom of the cover page.
Information Pages
Item 1
Item 1(a) - Name of Issuer: This is the name of the reportable issue and a pre-populated value from your position data. If the Issuer name is incorrectly populated, please update your positions file input or amend via data override.
Item 1(b) - Address of Issuer’s Principal Executive Offices:
The issuer address will be fetched from the Global Company Database via the Legal Address section if available.
If no information is available via the Global Company Database, you may populate it via the Global Company Database. Please note this may take some time.
If you wish to enter the desired issuer address manually and apply immediately, please use the free text field of the Issuer Principal Executive Office Address section to specify the full issuer address in the following format:
Street, City, State or Country, Zip Code
Please follow the rules for state/country
Item 2
Item 2 (a) - Name of Person Filing: This field is pre-populated for the portfolio/entity on which this disclosure is filed. It can also be edited via the Filing Person Name Free Text.
Item 2 (b) - Address or principal business office or, if none, residence: This is updated in the Company Address section of Form Properties under Portfolio Properties. It needs to be populated for all portfolios and entities.
Item 2 ( c) - Citizenship: Please reference Box 4 on the Cover Page section of this article.
Item 2 (d) - Title of Class of Securities: Please reference the Securities Class Title section of this article.
Item 2 (e) - CUSIP No: This is pre-populated via your positions data upload.
Item 3
Item 3 - Filed pursuant statement: Please reference Box 12 on the Cover Page section of this form. This item will reference all entities sitting below (and including) the reporting entity and display the value of the USReportingPersonType(s) if it is specified in any of the entities.
Item 4
Item 4 (a) Amount beneficially owned: This field can be populated via Amount Beneficially Owned Free Text
Item 4(b) Percent of Class: These are pre-populated values based on your result.
Item 4 (c i to c iv) - Number of shares as to which the person has: These values are pre-calculated for all the 13G assets within the reporting entity. If the portfolios below the reporting entity have either Voting or Management power specified by the ManagementOrVotingPower field in Form Properties, we take the sum of those assets to pre-populate each field accordingly. These fields can be populated via Free Text Fields using the below. The free text will only append and not replace the existing values:
Sole Power Or Direct To Vote Free Text
Shared Power Or Direct To Vote Free Text
Sole Power Or Direct To Dispose Free Text
Shared Power Or Direct To Dispose Free Text
Item 5
Ownership of 5 Percent or Less of a Class: This is a pre-populated field.
Item 6
Ownership of more than 5 Percent on Behalf of Another Person: Will display Not Applicable unless specified otherwise through the Free Text Field of Ownership More Than 5% on Behalf of Another Person.
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: It will display Not Applicable unless specified otherwise through the Free Text Field of Subsidiary Identification and Classification.
Item 8
Identification and Classification of Members of the Group: It will display Not Applicable unless specified otherwise through the Free Text Field of Identification and Classification of Group Members.
Item 9
Group Dissolution Notice: It will display Not Applicable unless specified otherwise through the Free Text Field of Group Dissolution Notice.
Item 10
Certifications Free Text: It will display boilerplate text to affirm certification unless specified otherwise through the Free Text Field.
Exhibit
Exhibit Info: This is an editable field to display free text for a description of any supporting documents you wish to attach to the filing. The character limit is a 20k string field.
Signature
This field will show the Signature of the person specified in the Reporting Person section of the Form Properties page. Please update the name/title using the ReportingPersonPosition field as well. The signature date will display when the file was generated.
Filing Instructions Using the New XML Document
When filing 13G disclosures using the new XML document on EDGAR, DO NOT submit via the “Schedule 13G” section. Instead, please submit via the “Transmit XML Submission” section to either submit as Test or Live.
For any submissions while testing or live, you will receive an email from [email protected]. To update email recipients, follow the below instructions for company contact information:
Log in to the EDGAR Filing Website.
Navigate to the "Retrieve/Edit Company and Submission Data" page.
Select "Retrieve Company Information."
Update the "Notification E-mail Address" fields with your desired email address.