--- title: Sullivan Blogs | SEC Pulse | Section 13(d) description: Section 13(d) | 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 finalizes shorter 13D and 13G deadlines and other Section 13 changes](https://blog.sullivanlaw.com/secpulse/sec-finalizes-shorter-13d-and-13g-deadlines-and-other-section-13-changes) Posted by [Howard Berkenblit](https://blog.sullivanlaw.com/secpulse/author/howard-berkenblit) on October 11, 2023 at 12:35 PM - [Tweet](https://twitter.com/share) Yesterday, the SEC (apparently without a meeting) adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. Among other things, the amendments: shorten the deadline for initial Schedule 13D filings from 10 days to five business days and require that Schedule 13D amendments be filed within two business days; generally accelerate the filing deadlines for Schedule 13G beneficial ownership reports (the filing deadlines differ based on the type of filer – see below); clarify the Schedule 13D disclosure requirements with respect to derivative securities; and require that Schedule 13D and 13G filings be made using a structured, machine-readable data language. Further, the adopting release provides guidance regarding the current legal standard governing when two or more persons may be considered a group for the purposes of determining whether the beneficial ownership threshold has been met, as well as how, under the current beneficial ownership reporting rules, an investor’s use of certain cash-settled derivative securities may result in the person being treated as a beneficial owner of the class of the reference equity securities. For certain Schedule 13G filers (i.e., qualified institutional investors and exempt investors), the amendments shorten the initial filing deadline from 45 days after the end of a calendar year to 45 days after the end of the calendar quarter in which the investor beneficially owns more than 5 percent of the covered class. For other Schedule 13G filers (i.e., passive investors), the amendments shorten the initial filing deadline from 10 days to five business days. In addition, for all Schedule 13G filers, the amendments generally require that an amendment be filed 45 days after the calendar quarter in which a material change occurred rather than 45 days after the calendar year in which any change occurred. Finally, the amendments accelerate the Schedule 13G amendment obligations for qualified institutional investors and passive investors when their beneficial ownership exceeds 10 percent or increases or decreases by 5 percent. To ease filers’ administrative burdens associated with these shortened deadlines, the amendments extend the filing “cut-off” times in Regulation S-T for Schedules 13D and 13G from 5:30 p.m. to 10:00 p.m. Eastern time. The amendments will become effective 90 days after publication in the Federal Register. Compliance with the revised Schedule 13G filing deadlines will be required beginning on Sept. 30, 2024. Compliance with the structured data requirement for Schedules 13D and 13G will be required on Dec. 18, 2024. Compliance with the other rule amendments will be required upon their effectiveness. 0 Comments [Click here to read/write comments](https://blog.sullivanlaw.com/secpulse/sec-finalizes-shorter-13d-and-13g-deadlines-and-other-section-13-changes#comments-listing) Topics: [Section 13(d)](https://blog.sullivanlaw.com/secpulse/topic/section-13d), [Section 13(g)](https://blog.sullivanlaw.com/secpulse/topic/section-13g) ## [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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