SEC Amends Schedule 13D and Schedule 13G Beneficial Ownership Disclosure Requirements
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to certain of its public company beneficial ownership reporting requirements. Among other things, the amendments will:
- Shorten the deadline for filing an initial Schedule 13D from 10 calendar days to 5 business days;
- Specify that amendments to a Schedule 13D must be filed within 2 business days after the date of a triggering event; and
- Require many initial Schedule 13Gs and certain amendments to Schedule 13Gs be filed within 45 days after the end of the applicable calendar quarter, rather than the end of the calendar year.
Amendments were also adopted relating to, among other things, disclosure of cash-settled derivative securities and a structured data filing requirement for Schedule 13D and Schedule 13G. The SEC’s release announcing these amendments also included guidance on the application of existing legal standards to whether cash-settled derivative securities confer beneficial ownership of the underlying reference security and whether certain common shareholder engagement activities constitute “group” action for purposes of Sections 13(d)(3) and 13(g)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).