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SEC - Section 13

Shareholding disclosure monitoring and reporting services for Section 13 to the SEC

Legislation Section 13

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 and 13G

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.

Form 13F

  • Rule 13-1 under the Exchange Act requires that a Form 13F be filed with the SEC by every institutional investment manager that exercises investment discretion over one or more accounts holding equity securities that (1) are traded on a national securities exchange, and (2) have an aggregate fair market value as of the last trading day of any month during a calendar year equal to at least $100 million.
  • Filings requirements: The amount and value of the traded securities held in discretionary accounts must be calculated on both the aggregate and on an issuer-by-issuer basis. A reporting manager must file a Form 13F within 45 days after the last day of each calendar year in which it meets the 13F threshold of $100 million and within 45 days after the last day of each of the first three calendar quarters of the following year. Once an investment manager crosses the 13F threshold, a minimum of 4 quarterly filings must be made with the SEC.

Form 13H

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.

About the SEC

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.

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