Overview
If your firm held securities in an issuer before that class became registered under Section 12, for example, as a pre-Initial Public Offering (pre-IPO) holder, you must file Schedule 13G under United States Securities and Exchange Commission (SEC) Rule 13d-1(d) as an Exempt Investor.
This article explains how the rules engine triggers alerts for Rule 13d-1(d) Exempt Investor status, how to configure the required property, and how to revert to standard reporting paths.
Key Differences for Exempt Investor Filings
Rule 13d-1(d) Exempt Investor status differs from the standard Qualified Institutional Investor (QII) under Rule 13d-1(b) and the Passive Investor under Rule 13d-1(c) paths in three key ways:
Initial deadline: 45 days after quarter-end, regardless of holding size.
Item 3: Not applicable.
Item 10: Not applicable (refer to SEC C&DI Q101.01 and Q103.01).
FundApps now supports these filings. This feature applies only to specific relationships with the issuer (that is, pre-IPO scenarios).
How Exempt Investor Status Triggers Alerts
All the listed scenarios below will produce a deadline of 42 calendar days after quarter-end, which provides a conservative approximation of the 45-day regulatory deadline:
QII crosses >10%: Initial disclosure — Exempt Investor
QII sold out from ≥10%: Sell-out disclosure — Exempt Investor
Passive crosses >5%: Initial disclosure — Exempt Investor
Passive sold out from ≥5%: Sell-out disclosure — Exempt Investor
The rules engine produces Exempt Investor alerts alongside the standard QII or Passive alerts. The generated Schedule 13G document will show Rule 13d-1(d), with Items 3 and 10 marked Not Applicable.
Setting Up the Property
HasExemptInvestorStatus is an issuer-level property applicable to Equity, Unit, and Preferred Equity securities. To enable this behaviour, set HasExemptInvestorStatus to true for every instrument of this issuer.
You can set this in two ways:
Open Admin and settings > Setup > Data Overrides, and link the override to IssuerId (for example, when IssuerId is ABC, set HasExemptInvestorStatus to true).
Include the field directly in your daily positions file for every instrument of this issuer.
Data Overrides
Navigate to Admin and settings > Setup > Data Overrides.
Set HasExemptInvestorStatus to "true" for the relevant issuer.
Positions File
Include the HasExemptInvestorStatus field directly in your daily positions file with a value of "true."
Removing Exempt Investor Status
To remove the status, delete the override or set the value to "false." On the following run or upload, the rule reverts to the standard QII or Passive alert paths for that issuer.