Frequently Asked Questions: Schedule 13G and 13D

April 22, 2025

In October 2023, the SEC published amendments to the Securities Exchange Act of 1934 (the “Act”) under Sections 13(d) and 13(g) to require market participants to provide more timely beneficial ownership positions using new technical reporting requirements to better meet the needs of investors.

After helping some clients comply with these new amendments for the first time, we developed this list of frequently asked questions that filers encountered. These may be helpful in ensuring that your filing process is as efficient as possible.

1. Is more than one reporting person type allowed?
   • Yes, the form allows more than one type of reporting persons.
2. What should be entered if the number of shares beneficially owned is 0?
   • For this field, please enter 0 (instead of a hyphen or N/A).
3. Is a response required in Item 3?
   • No, item 3 is allowed to be blank.
4. What should be entered under Items 6-9 if the item is not applicable?
   • Feel free to leave the item blank if any of the responses are not applicable. Once filed with the SEC, this will render as “Not Applicable.”
5. What should be entered under Item 10: Certifications?
   • The certification field is a field that must be one of the few SEC-provided certifications. If the certification does not match one of them, the test filing will be suspended.
     • If Rule 13d-1(b) is checked on the Cover Page, the certification below must be used:
       • By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
     • If the Rule 13d-1(b) is checked and either Item 3(j) or 3(k) is checked, the certification below must be used:
       • By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
       • By signing below, I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
     • If Rule 13d-1(c) is checked on the Cover Page, the certification below must be used:
       • By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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