Beneficial Ownership Reporting (SEC 13)
What is Beneficial Ownership Reporting?
Schedule 13D is a SEC filing requirement commonly referred to as the “beneficial ownership report”, which requires submissions within 10 days of the transaction acquiring more than 5% of any class of publicly traded securities in a public company by a person or group.
Schedule 13G is similar to Schedule 13D and is triggered when a person or group acquires more than 5% of shares however 13G is designed for passive investment and as such is a shorten form of the disclosure statement providing the advantage of being easier to prepare.
There are three categories of beneficial owners who may come under this category:
- Qualified Institutional Investors
- Exempt Investors
- Passive Investors
Schedule 13F mandates quarterly SEC filings by “institutional investment managers” that exercise investment discretion of $100 million USD or more in “Section 13(f) securities.” The SEC publishes an official list on its website of all 13F eligible securities, which include equity securities, physicallyequity options and warrants, shares of closed-end investment companies, and certain convertible debt securities.
Which firms need to report?
Schedule 13D is required by active investors who have triggered the ownership threshold and have the intention of advocating change in the company. Schedule 13G is for passive investors, however if a 13G filer acquires 20% or more of a company then they must automatically file 13D regardless.
Any institutional investment manager, defined by the SEC as:
- an entity that invests in, or buys and sells, securities for its own account, or
- a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. Institutional investment managers can include investment advisers, banks, insurance companies, broker-dealers, pension funds, and corporations.
When do firms need to report?
Schedule 13D: By 5:30pm on the 10th day following a disclosure event.
Schedule 13G: Split into its 3 categories
- Qualified Investor:
- Initial filing 10 days of the end of the month of the triggering event (i.e. settlement)
- Then continue to file within 45 days after the end of calendar year in which the criteria to report was met.
- Exempt Investor: 45 days after the end of calendar year.
- Passive Investor: 10 days of meeting the reporting criteria.
Form 13F: is required to be filed within 45 days of the end of each calendar quarter.
Who do firms report their disclosures to?
Filings for Schedule 13D/G must be submitted to the SEC, via the EDGAR platform.
Form 13F - must be submitted to the SEC, via the EDGAR platform.
How can UnaVista help firms with Beneficial Ownership Reporting?
UnaVista Shareholder Disclosure solution provides firms with a single platform from which they can report for multiple regulations. UnaVista can assist firms in their reporting for a number of different global shareholder disclosures including Sec 13D/G and Form 13F. Read more about UnaVista Shareholder Disclosure solution here.
UnaVista assists by:
- Creating filings for submission
- Aggregating across legal entity hierarchy
- Automating position threshold monitoring
One platform for all disclosures
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Ensure your personnel are able to make the required disclosures, to the appropriate party, in a timely and controlled manner.
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Enrich your data with the Exchange's unique reference data
Meet regulatory demands with access to external data feeds, report forms and templates by using the LSEG’s own data sources such as LEI, SEDOL Masterfile, FTSE and Regulatory News Service (RNS)
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