SEC adopts amendments to modernize Beneficial Ownership reporting (Regulation 13D-G)
The SEC adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The key amendments are as follows:
• shortening of the deadlines for initial and amended 13D and 13G fillings – there are different deadlines based on the type of investor. New filing “cut-off” time will be 10:00 p.m. Eastern time;
• clarification on the criteria for group disclosures;
• use of a structured, machine-readable data language for filings.
As Schedule 13D and Schedule 13G haven’t been updated for nearly half a century, the SEC Chair’s statement that “it shouldn’t take 10 days for the public to learn about an attempt to change or influence control of a public company” gives emphasis on the Commission’s endeavors to improve transparency and provide more timely information for shareholders and the market.
The amendments will become effective 90 days after publication in the Federal Register. Compliance with the revised Schedule 13G filing deadlines will be required beginning on September 30, 2024. Compliance with the structured data requirement for Schedules 13D and 13G will be required on December 18, 2024.
The Final Rule and the Guidance can be found at https://www.sec.gov/files/rules/final/2023/33-11253.pdf