Reminder for Upcoming Compliance Deadlines Related to the Modernization of Beneficial Ownership Reporting

October 11, 2024

Last fall, the SEC published amendments to the Securities Exchange Act of 1934 (the “Act”) under Sections 13(d) and 13(g). These amendments now require market participants to provide more timely reporting on beneficial ownership positions using new technical reporting requirements to better meet the needs of investors. There are two compliance dates to keep in mind regarding this rule:

Beginning September 30, 2024, the filing deadlines for both initial and amended beneficial ownership reports that are filed on Schedules 13D and 13G are shortened. 

• QIIs and Exempt Investors must file Form 13G 45 days after the calendar quarter-end in which beneficial ownership exceeds 5%. 

• For amended filings, all Schedule 13G filers must file 45 days after calendar quarter-end in which a material change occurred. View table here. 

Beginning December 18, 2024, the SEC is requiring these forms to be required to be submitted in XML format. 

Additionally, as a reminder, the filing cut-off times for these filings have been extended from 5:30 PM EST to 10:00 PM EST.