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Shareholding disclosure monitoring and reporting services for Section 13 to the SEC
Under Section 13 of the United States Securities Exchange Act of 1934, an investment manager may have an obligation to file reports with the SEC on Schedule 13D, Schedule 13G, Form 13F, and/or Form 13H. Reporting obligations for each type of filing are different but are not mutually exclusive. An investment manager (and, in some cases, its parent company, controlling entities, or any beneficial owners of the same securities) generally will have a Section 13 reporting obligation if the firm directly or indirectly is the beneficial owner of in-scope securities.
Schedule 13D, like Schedule 13G, is an SEC form an investor must file upon taking beneficial ownership of 5% or more of an issuer’s class shares outstanding. While the two filings share a similar overarching requirement, the difference between Schedule 13D and 13G is that an investor that files a Schedule 13G must be a passive investor, meaning they have no interest in exerting control or seeking any changes in the issuing company. An investor that files a 13D may use voting rights or some other power to advocate for changes within the company. As a result, Schedule 13D filings are longer and require additional information that 13Gs do not, such as disciplinary events, the purpose of acquisition, and plans to change or influence the control of the issuer.
Rule 13h-1 of the Exchange Act requires a Form 13H to be filed with the SEC by any individual or entity that manages discretionary accounts that trade in NMS securities of at least 2 million shares or shares with a fair market value of over $20 million during a day, or 20 million shares or shares with a fair market value of over $200 million during a calendar month.
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government. Established in response to the stock market crash in the 1930s, their mission is to protect investors, maintain fair, orderly and efficient securities markets, and facilitate capital formation.