--- title: Sullivan Blogs | SEC Pulse | Regulation 13D-G description: Regulation 13D-G | Sullivan's SEC Pulse blog provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters. --- ![SEC Pulse Header NEW-1](https://blog.sullivanlaw.com/hs-fs/hubfs/SEC%20Pulse%20Header%20NEW-1.jpg?width=943&name=SEC%20Pulse%20Header%20NEW-1.jpg "SEC Pulse Header NEW-1") ## [SEC proposes shorter 13D and 13G deadlines and other Section 13 changes](https://blog.sullivanlaw.com/secpulse/sec-proposes-shorter-13d-and-13g-deadlines-and-other-section-13-changes) Posted by [Howard Berkenblit](https://blog.sullivanlaw.com/secpulse/author/howard-berkenblit) on February 11, 2022 at 12:21 PM - [Tweet](https://twitter.com/share) Yesterday, the [SEC proposed rule amendments](https://www.sec.gov/rules/proposed/2022/33-11030.pdf) governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g). The proposed amendments to Regulation 13D-G would accelerate the filing deadlines for Schedules 13D beneficial ownership reports from 10 days to five days and require that amendments be filed within one business day. The amendments would also generally accelerate the filing deadlines for certain Schedule 13G beneficial ownership reports from 45 days after year-end to five business days after the end of the month in which the investor beneficially owns more than 5 percent, and require amendments to be filed five business days after the month in which a material change occurred rather than 45 days after the year in which any change occurred. The proposed amendments also would accelerate the amendment obligations for certain Schedule 13G filers upon exceeding 10 percent beneficial ownership or a 5 percent increase or decrease in beneficial ownership of a covered class, requiring that qualified institutional investors and passive investors file an amendment within five days and one business day, respectively. Note that the cut-off time for filings would be extended to 10:00 p.m. rather than 5:30 p.m. Eastern Time, similar to Section 16 reports. The proposed amendments would also expand the application of Regulation 13D-G to certain derivative securities; clarify the circumstances under which two or more persons have formed a "group" that would be subject to beneficial ownership reporting obligations; provide new exemptions to permit certain persons to communicate and consult with one another, jointly engage issuers, and execute certain transactions without being subject to regulation as a "group;" and require that Schedules 13D and 13G be filed using a structured, machine-readable data language. 0 Comments [Click here to read/write comments](https://blog.sullivanlaw.com/secpulse/sec-proposes-shorter-13d-and-13g-deadlines-and-other-section-13-changes#comments-listing) Topics: [Securities Exchange Act](https://blog.sullivanlaw.com/secpulse/topic/securities-exchange-act), [Section 13(d)](https://blog.sullivanlaw.com/secpulse/topic/section-13d), [Section 13(g)](https://blog.sullivanlaw.com/secpulse/topic/section-13g), [Regulation 13D-G](https://blog.sullivanlaw.com/secpulse/topic/regulation-13d-g) [All posts](https://blog.sullivanlaw.com/secpulse/all) [![Sullivan 4c](https://blog.sullivanlaw.com/hs-fs/hubfs/Sullivan%20logos/Sullivan%204c.png?width=220&name=Sullivan%204c.png "Sullivan 4c")](http://www.sandw.com) ### About the Blog --- The SEC Pulse provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters. *The material on this site is for general information only and is not legal advice. 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