Seward & Kissel is reminding its clients regarding the September 30, 2024 compliance date for the SEC’s amendments to certain rules under the Securities Exchange Act of 1934 (the “Exchange Act”). The amendments accelerate the initial and amendment deadlines for Schedule 13G filings. These changes will apply to investors who beneficially own more than five percent of any voting class of equity securities1 (each, a “Covered Class”) and are eligible to file on Schedule 13G (each, a “Schedule 13G Filer”). The new initial and amendment filing deadlines for the differing types of Schedule 13G Filers are summarized below.
New Initial Schedule 13G Filing Deadlines
(1) Institutional Investors2 – An Institutional Investor must file on Schedule 13G within: (a) 45 days after the end of any calendar quarter if it makes an acquisition resulting in it beneficially owning more than 5% of the Covered Class as of the end of that calendar quarter; and (b) 5 business days after the end of any month if it makes an acquisition resulting in it beneficially owning more than 10% of the Covered Class as of the end of that month.
(2) Passive Investors3 – A Passive Investor must file on Schedule 13G within 5 business days after acquiring beneficial ownership of more than 5% of a Covered Class.
(3) Exempt Investors4 – An Exempt Investor must file on Schedule 13G within 45 days after the end of any calendar quarter if, as of the end of that calendar quarter, it beneficially owns more than 5% of the Covered Class.
New Schedule 13G Amendment Filing Deadlines
(1) Institutional Investors2 – An Institutional Investor must amend its existing Schedule 13G filing within: (a) 45 days after the end of a calendar quarter if, as of the end of that calendar quarter, there are any “material”5 changes in the information reported in the filer’s current Schedule 13G, except if the change is solely attributable to a change in the number of shares of the Covered Class outstanding; and (b) 5 business days after the end of the first month in which its beneficial ownership as of the last day of that month exceeds 10% of the Covered Class, and thereafter within 5 business days after the end of the first month in which its beneficial ownership as of the last day of that month increases or decreases by more than 5% of the Covered Class.
(2) Passive Investors3 – A Passive Investor must amend its existing Schedule 13G filing within: (a) 45 days after the end of a calendar quarter if, as of the end of that calendar quarter, there are any “material”5 changes in the information reported in the filer’s current Schedule 13G, except if the change is solely attributable to a change in the number of shares of the Covered Class outstanding; and (b) 2 business days after the date on which its beneficial ownership exceeds 10% of a Covered Class, and thereafter within 2 business days after the date on which its beneficial ownership increases or decreases by more than 5% of the Covered Class.
(3) Exempt Investors4 – An Exempt Investor must amend its existing Schedule 13G filing within 45 days after the end of a calendar quarter if, as of the end of that calendar quarter, there are any “material”5 changes in the information reported in the filer’s current Schedule 13G, except if the change is solely attributable to a change in the number of shares of the Covered Class outstanding.
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Notably, as a result of the amendments, an Institutional Investor or Exempt Investor that beneficially owns more than 5% of a Covered Class as of September 30, 2024 but is not a current Schedule 13G Filer in respect of that Covered Class will generally be required to make its initial Schedule 13G filing by 10:00 p.m. Eastern time on November 14, 2024.6 Certain existing Schedule 13G Filers may also be required to amend their existing filings by that same date and time.
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Seward & Kissel previously published a memorandum (available at the link below) that summarizes all of the SEC’s adopted amendments to certain rules that govern beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act and the rules promulgated thereunder, including the accelerated the initial and amendment deadlines for Schedule 13D filers that became effective on February 5, 2024.
CLICK HERE TO READ THE FULL MEMORANDUM
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If you have any questions regarding the foregoing, please contact your Investment Management Group attorney at Seward & Kissel LLP.
