New Schedule 13G Accelerated Filing Deadlines Effective Today, September 30, 2024

By Page R. Hubben, Daniel T. Kajunski, Anne L. Bruno

The new accelerated filing deadlines for ownership reporting on Schedule 13G go into effect today, September 30, 2024. Current Schedule 13G filers must assess their amendment obligations with respect to material changes that occurred since the most recent Schedule 13G filed. If there were any material changes in the information last reported, an amendment to the Schedule 13G is due on November 14, 2024 (45 days after the end of the calendar quarter on September 30, 2024).

As noted in our client alert titled “SEC Adopts Amendments to Section 13 Reporting Requirements,” the new filing deadlines are part of the 2023 amendments to the rules governing beneficial ownership reporting and vary based on the type of Schedule 13G filer.

For investors owning less than 20% and not holding the equity securities with the purpose or effect of changing or influencing control of the issuer under Rule 13d-1(c) (Passive Investors), the filing deadline for an initial Schedule 13G is within five business days after the acquisition of more than 5% of the class of equity securities.

For Qualified Institutional Investors pursuant to Rule 13d-1(b) (QIIs) and exempt investors pursuant to Rule 13d-1(d) (Exempt Investors), the filing deadline for an initial Schedule 13G is no later than 45 calendar days after the end of the calendar quarter in which they acquire beneficial ownership of more than 5% of the class of equity securities. In addition, if QIIs beneficially own more than 10% of the class of equity securities as of the last day of any month, an initial Schedule 13G must be filed within five business days after the end of that month.

All Schedule 13G filers are now required to file amendments to disclose material changes (excluding changes in percentage solely due to changes in shares outstanding) no later than 45 calendar days after the end of each calendar quarter in which the change occurred (as opposed to 45 calendar days after the end of each calendar year under the old rules).

Additionally, Passive Investors must file an amendment to their Schedule 13G within two business days after acquiring more than 10% of the class of equity securities and, thereafter, within two business days when there is a 5% increase or decrease in ownership. QIIs must file an amendment to their Schedule 13G within five business days after the end of the month in which they cross the 10% ownership threshold and, thereafter, within five business after the end of the month in which there is a 5% increase or decrease in beneficial ownership.

The new Schedule 13G filing deadlines are set forth in the following table:

Type of FilerNew Filing Deadlines

Qualified Institutional Investors (Rule 13d-1(b)) 
(i.e., registered broker-dealers, registered investment advisers, registered investment companies, insurance companies and certain other investors)

 

Initial Filing: The earlier of (i) 45 calendar days after the end of the calendar quarter in which ownership exceeds 5% as of the end of the quarter; and (ii) 5 business days after the end of the month in which ownership exceeds 10% as of the last day of the month

Quarterly Amendment: 45 days after the end of the calendar quarter if material change to information last reported

Ownership-Based Amendment: 5 business days after the end of the month in which ownership exceeds 10% and, thereafter, 5 business days after the end of the month in which ownership increases or decreases by more than 5%

Passive Investor (Rule 13d- 1(c)) 
(i.e., owning less than 20% and not holding with the purpose or effect of changing or influencing control)

Initial Filing: 5 business days after the acquisition of more than 5%

Quarterly Amendment: 45 days after the end of the calendar quarter if material change to information last reported

Ownership-Based Amendment: 2 business days after the acquisition of more than 10% and, thereafter, 2 business days after ownership increases or decreases by more than 5%

Exempt Investor (Rule 13d- 1(d)) 
(i.e., founders and pre-IPO investors) 
 

Initial Filing: 45 calendar days after the end of the calendar quarter in which ownership exceeds 5% as of the end of the quarter

Quarterly Amendment: 45 days after the end of the calendar quarter if material change to information last reported

As a reminder, a Schedule 13D must be filed within five business days of crossing the 5% ownership threshold for applicable filers or losing Schedule 13G filer status and a Schedule 13D must be amended within two business days after a material change to the information last reported, including any increase or decrease in ownership of 1% or more.

For assistance determining your filing obligations, please contact the authors of this Viewpoints advisory or your regular counsel at Mintz. 

 

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    Page R. Hubben

    Special Counsel

    Page R. Hubben is a Mintz attorney who advises public companies on capital-raising transactions, SEC reporting, and corporate governance. She also counsels public and private companies on a broad range of executive compensation and equity compensation arrangements and programs, including equity and incentive plans and related tax, corporate, and securities law concerns.

    Daniel T. Kajunski

    Member

    Dan is a corporate and securities attorney whose practice spans the full gamut of corporate law. He has advised clients for over two decades in public and private equity and debt financings, securities law matters, mergers and acquisitions, and strategic advice on a broad range of other corporate matters. He capably counsels public and private companies with offerings, compliance, and securities questions and leads buyers and sellers throughout the transaction process. Dan represents life sciences companies as well as clients in other technology fields, financial services, and professional services firms.

    Anne L. Bruno

    Member

    Anne L. Bruno is a Member at Mintz who advises clients ranging from start-ups to multinational public companies on issues related to corporate and employment law, including executive compensation, employee benefits, securities law, and corporate governance. She is also a key member of the firm’s multidisciplinary ESG practice, helping corporate boards, companies, and their investors navigate a broad range of environmental, social, and governance considerations.