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A Quick Guide to SEC Section 13 Filings

A Quick Guide to SEC Section 13 Filings

Investment managers often oversee large portfolios worth millions or billions of dollars. Such investment firms must report to the Securities and Exchange Commission (SEC) for the sake of transparency to the public. These reporting requirements appear under Section 13 of the 1934 US Securities Exchange Act. Let's look at who qualifies for Section 13 filings and the different forms below.

Do I Need to File Section 13 Reports?

As an investment manager, you qualify for Section 13 filings depending on two factors:

  1. The number of voting shares: If you own over 5% of voting shares in any publicly-traded company, you must file reports to the SEC

  2. The aggregate market value: If you manage a portfolio worth over $100 million in equities, you must file reports to the SEC

Note: If you manage any National Market System (NMS) securities, you also qualify for Section 13 filings. However, you should file with the SEC if your NMS investment accounts have:

· At least 2 million shares, or

· A day's fair market value of over $20 million, or

· At least 20 million shares, or

· A month's fair market value of over $200 million

Which Section 13 report should I file?

There are four main Section 13 reports: Schedule 13D, Form 13F, Schedule 13G, and Form 13H.

Schedule 13D: Beneficial Ownership Report

Investment managers file the Schedule 13D if they have at least 5% of voting shares in a publicly-traded company. As soon as you meet this threshold, file the 13D within ten days of that transaction. If your voting shares change by 1% in either direction, you must amend your Schedule 13D filing within two days of that change.

Form 13F: $100 Million in Equities

The SEC Form 13F is a quarterly report for investment managers who meet the $100 million thresholds. This means that you should file a 13F if you trade at least $100 million by the last trading day of each month. If you've only just reached this figure, file the 13F within 45 days of the current calendar year's end. If you meet this threshold every month afterward, file the 13F within 45 days of each quarter of the year.

Schedule 13G: Passive Investors

A passive investor has no intention to influence a company by owning its shares. If a passive investor owns at least 5% shares, file a Schedule 13G within ten days of the 5% acquisition. Amend your 13G within ten days if the 5% changes in either direction.

Form 13H: Large Traders

A prominent trader is any individual or institution that transacts NMS securities worth over 2 million in shares, or $20 million on any trading day. Large traders may also hold 20 million shares or transact over $200 million in any trading month. File a Form 13H within ten days of meeting any of these thresholds. If the prominent trader's details change at any point, amend the 13H within ten days of that quarter's end or 45 days of the calendar year's end.

See the SEC's frequently asked questions here for more details about the Section 13 filings.


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