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Don’t forget! Accelerated 13G reporting deadlines go into effect at the end of this month and will affect all categories of investors that use Schedule 13G to report their greater-than-5% beneficial ownership. Recent SEC comments show that the SEC is monitoring ownership filings. This Barnes & Thornburg memo summarizes how the rules are changing (also see this Skadden memo). Here are the key points:

1. Initial Filing Due Dates

– Qualified Institutional Investors (Rule 13d-1(b)(2)) – Within 45 calendar days after end of calendar quarter in which beneficial ownership exceeds 5% as of last day of such quarter; or within 5 business days after end of month in which beneficial ownership exceeds 10% as of last day of such month.

– Passive Investors (Rule 13d-1(c)) – Within 5 business days after acquiring more than 5% beneficial ownership.

– Exempt Investors (Rule 13d-1(d)) – Within 45 calendar days after end of calendar quarter in which beneficial ownership exceeds 5% as of last day of such quarter.

2. Interim Amendment Due Dates

– Qualified Institutional Investors (Rule 13d-2(c)) – Within 5 business days after end of month in which beneficial ownership exceeds 10% as of last day of such month; and thereafter, within 5 business days after end of month in which beneficial ownership increased or decreased by more than 5% of class as of last day of such month.

– Passive Investors (Rule 13d-2(d)) – Within 2 business days after acquiring more than 10% beneficial ownership; and thereafter, within 2 business days after increasing or decreasing beneficial ownership by more than 5% of class.

3. Quarterly Amendments for All Filers (Rule 13d-2(b)) – Due within 45 calendar days after end of calendar quarter if, as of the end of that calendar quarter, there are any material changes in the information reported in prior Schedule 13G.

For the quarterly amendments, the memo notes that if an investor that filed a Schedule 13G before September 30, 2024 concludes that a “material” change to its existing disclosure has occurred as of September 30, 2024, the investor will have to file a Schedule 13G amendment not later than November 14, 2024. While the SEC hasn’t expressly defined what will constitute a “material” change, it has pointed towards the “reasonable investor” test and Rule 13d-2(a) as instructive. Rule 13d-2(a) deems the acquisition or disposition of beneficial ownership of 1% or more of a covered class as a material change in the Schedule 13D amendment context.

Check out the transcript from our January webcast – and our “Schedule 13D & 13G” Practice Area – for additional practical guidance on the new rules and how to comply.

– Liz Dunshee