[co-author: Carlos Juarez]
The Securities and Exchange Commission’s accelerated Schedule 13G filing deadlines become effective September 30, 2024. On October 10, 2023, the SEC adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Final Rules”). The Final Rules are intended to modernize the rules governing beneficial ownership reporting and generally shorten the period for initial and amended filings, clarify requirements for derivative securities and criteria for determining when persons are acting as a group, and require that certain information be provided in a structured, machine-readable data format.
Deadlines for Schedule 13G filings depend on a person’s filing status as a qualified institutional investor, a passive investor or an exempt investor under the rules. The Final Rules require that an initial Schedule 13G be filed within 45 days following the quarter-end in which the qualified institutional investor or exempt investor crosses the 5% threshold or for passive holders within five business days of crossing the threshold. There are shorter applicable deadlines for qualified institutional investors and passive investors whose interests exceed the 10% threshold. Under the Final Rules, Schedule 13G filings must be amended within 45 days following the end of the calendar quarter in which a material change occurred.
See our Legal Update on the Final Rules.
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