In light of the current circumstances surrounding the coronavirus disease 2019 (“COVID-19”), on March 25, 2020, the SEC issued an order (“Order”)1 granting temporary conditional relief from certain Schedule 13F and Schedule 13G filing requirements under the Securities Exchange Act of 1934 (“Exchange Act”).
Filing Exemptions
Subject to meeting the conditions described below, the SEC announced that any person required to make any filings with respect to any registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), is exempt from any requirement to file or furnish materials and any amendment thereto with the SEC under, among others, Exchange Act Sections 13(f) and 13(g) and Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), and Exchange Act Rule 13f-1, as applicable. The time period for the relief specified below with respect to those persons impacted by COVID-19 is March 1, 2020 to July 1, 2020.
Conditions for Relief
Any person required to make a Schedule 13F and Schedule 13G filing must satisfy the following conditions in order to rely on the relief granted by the Order:
- The person is unable to meet the relevant filing deadline due to circumstances related to COVID-19;
- The person makes the applicable filing no later than 45 days after the original due date; and
- In the applicable filing, the reporting person discloses that it is relying on the Order and states the reasons why it could not make the filing on a timely basis.
If any person required to make such filings is itself a registrant, additional conditions apply.
S&K Observations
In light of current and potential disruptions resulting from COVID-19, advisers should assess their ability to meet the filing requirements of Schedule 13F and Schedule 13G.2 The Order does not apply to Schedule 13D filings or amendments thereto. As issuers continue to grapple with the virus, advisers must monitor their holdings to ensure they do not miss any filing triggers, especially if issuers are conducting share buybacks or new issuances. Please contact your primary attorney in Seward & Kissel’s investment management group or any of the attorneys listed below for assistance with these requirements or the conditions for relying on the relief granted by the Order.
Seward & Kissel has established a COVID-19 Resource Center on our web site to access all relevant alerts that we distribute.
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1 Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, Exchange Act Release No. 34-88465 (March 25, 2020) available at https://www.sec.gov/rules/exorders/2020/34-88465.pdf.
2 See also Seward & Kissel’s client alert “Coronavirus Considerations for Investment Managers” (March 13, 2020) available at https://www.sewkis.com/publications/coronavirus-considerations-for-investment-managers/.
