/>iThe 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 Filer | New 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.
