The deadlines for filing and amending Schedule 13Gs are about to change, and regular 13G amendments will now be due on a quarterly basis instead of annually.

As we discussed in our alert last fall (available here), in October of 2023, the SEC adopted new rules governing beneficial ownership reporting, including accelerating the filing deadlines for Schedule 13Gs and Schedule 13Ds, making other changes to the rules, and providing additional guidance on swaps and “group” formation. While the new rules were effective in February of 2024, the SEC delayed the effectiveness of the revised deadlines for Schedule 13Gs until September 30, 2024. The new deadlines impact all 13G filers, including (i) qualified institutional investors (QII) filing pursuant to Rule 13d‑1(b); (ii) passive investors filing pursuant to Rule 13d‑1(c); and (iii) exempt investors filing pursuant to Rule 13d‑1(d).

The amended rules require the filing of an initial Schedule 13G (i) within 45 days after the end of the quarter in which a QII or exempt investor exceeds the 5% threshold at quarter end; or (ii) within five business days of crossing the 5% threshold for passive investors. QIIs whose beneficial ownership exceeds 10% must file within five business days of the end of the month rather than waiting until the end of the quarter, and certain amendments are now due within two business days rather than “promptly.”

The new rules require that all Schedule 13G filings be amended within 45 days after the end of the quarter in which any material change occurs. The SEC declined to add a specific materiality threshold to Rule 13d‑2(b), and Schedule 13G filers will need to evaluate whether a change in information, including changes in their beneficial ownership, is “material” using the standard definition of materiality under the Federal securities laws. While the SEC did say that the 1% ownership change standard for Schedule 13D amendments would be “instructive” for Schedule 13G filers, it is not dispositive.

As a result of the new quarterly deadline, initial and amended 13G filings must be filed by 10 p.m. Eastern time on Thursday, November 14 for filers reporting material changes since last 13G filing or QIIs or exempt filers filing their initial 13Gs.

As a result of these changes, public companies will have additional sources of information available on a quarterly basis to monitor the holdings of their large stockholders in addition to the Form 13Fs institutional investors file quarterly already.

The new deadlines are summarized in the below table, which is modified from the SEC’s adopting release.

New Schedule 13G Filing Deadlines

Initial Filing DeadlineQIIs & Exempt Investors: 45 days after calendar quarter end in which beneficial ownership exceeds 5%. Rules 13d‑1(b) and (d) QIIs: Five business days after month‑end in which beneficial ownership exceeds 10%. Rule 13d‑1(b) Passive Investors: Within five business days after acquiring beneficial ownership of more than 5%. Rule 13d‑1(c)
Amendment Triggering EventAll Schedule 13G Filers: Material change in the information previously reported on Schedule 13G. Rule 13d‑2(b) QIIs & Passive Investors: Same as current Schedule 13G—upon exceeding 10% beneficial ownership or a 5% increase or decrease in beneficial ownership. Rules 13d2(c) and (d)
Amendment Filing DeadlineAll Schedule 13G Filers: 45 days after calendar quarter‑end in which a material change occurred. Rule 13d‑2(b) QIIs: Five business days after month‑end in which beneficial ownership exceeds 10% or a 5% increase or decrease in beneficial ownership. Rule 13d‑2(c) Passive Investors: Two business days after exceeding 10% beneficial ownership or a 5% increase or decrease in beneficial ownership. Rule 13d‑2(d)
Filing “Cut‑Off” Time10 p.m. Eastern time
Posted in Capital Markets, Private Funds, Public Companies
Tags: capital markets, Private Funds, public companies
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Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Prior to joining the Firm, Louis served as an attorney in the Division of Corporation Finance with the Securities and Exchange Commission.

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Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

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