New Schedule 13G Deadlines Come into Effect on September 30, 2024
New deadlines for Schedule 13G filings under the Securities Exchange Act of 1934 (Exchange Act) come into effect on September 30, 2024. As a reminder, the Exchange Act requires beneficial owners of more than 5% of a voting class of equity securities registered under the Exchange Act to report their beneficial ownership to the Securities and Exchange Commission on Schedule 13D or, if eligible, Schedule 13G. The new deadlines for Schedule 13D filings have already come into effect. A summary of the new deadlines for Schedule 13G filings is set forth below by type of 13G investor.
Passive Investor (pursuant to Exchange Act Rule 13d-1(c))
Initial filing is due within 5 business days after the investor surpasses the 5% threshold.
Regular amendments are due within 45 days after the end of any calendar quarter if, as of the end of such calendar quarter, there are any material changes in the information reported in the previous filing on Schedule 13G (other than a change in the percent of the class outstanding if the change results solely from a change in the aggregate number of securities outstanding).
Additional amendments are due within 2 business days after the investor surpasses the 10% threshold, and, thereafter, within 2 business days after the investor’s beneficial ownership increases or decreases by more than 5%.
Qualified Institutional Investor (pursuant to Exchange Act Rule 13d-1(b))
Initial filing is due on the earlier of: (i) 45 days after the calendar quarter-end in which the investor surpasses the 5% threshold at quarter-end; and (ii) 5 business days after the first month-end in which the investor surpasses the 10% threshold at month-end.
Regular amendments are due within 45 days after the end of any calendar quarter if, as of the end of such calendar quarter, there are any material changes in the information reported in the previous filing on Schedule 13G (other than a change in the percent of the class outstanding if the change results solely from a change in the aggregate number of securities outstanding).
Additional amendments are due within 5 business days after the end of the first month in which the investor surpasses the 10% threshold at month-end, and, thereafter, within 5 business days after the end of any month in which the investor’s month-end beneficial ownership increases or decreases by more than 5%.
Exempt Investor (pursuant to Exchange Act Rule 13d-1(d))
Initial filing is due within 45 days after the calendar quarter-end in which the investor surpasses the 5% threshold at quarter-end.
Amendments are due within 45 days after the end of any calendar quarter if, as of the end of such calendar quarter, there are any material changes in the information reported in the previous filing on Schedule 13G (other than a change in the percent of the class outstanding if the change results solely from a change in the aggregate number of securities outstanding).
Please contact Sadis & Goldberg LLP if you have any questions or otherwise need assistance with the preparation of any Schedule 13G filings.
