Changes to SEC Beneficial Ownership Reporting Requirements

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Changes to SEC Beneficial Ownership Reporting Requirements

November 2, 2023, Covington Alert

The Securities and Exchange Commission (the “SEC”) has accelerated the filing deadlines for beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (“the Exchange Act”). Schedule 13D reports must be filed no later than the fifth business day after acquiring more than a 5% holding (shortened from ten calendar days), and material amendments must be filed within two business days. Schedule 13G filers must generally file within 45 days after the quarter in which a more than 5% holding is acquired, and certain Schedule 13G filers who beneficially own at least 10% of any equity security of a covered class must file additional amendments.

One of the concerns expressed about the previous Schedule 13D ten-day time period was that the owner could continue to acquire additional securities after triggering the disclosure threshold without notifying the market. Shortening the initial filing and amendment deadlines may have some effect on that behavior. At the very least, the market will learn sooner about large acquisitions, but rapid accumulations can still be made between the trigger and filing dates.