What is a Schedule 13D a filing?

What is a Schedule 13D a filing?

Schedule 13D is a form that must be filed with the U.S. Securities and Exchange Commission (SEC) when a person or group acquires more than 5% of any class of a company’s equity shares. Schedule 13D is also known as a “beneficial ownership report.”

Is a Schedule 13D good or bad?

The 13D is useful because it can give the average investor the ability to follow the so-called “smart money.” Maybe a billionaire investor known for spotting good opportunities on the cheap is acquiring shares of Company XYZ.

How often do you have to file 13D?

Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company.

What is Form 13D used for?

The Schedule 13D is a required SEC filing for entities acquiring more than 5% of the stock of a public company. It is seen as a signal of an imminent corporate takeover.

What is the difference between a 13G and 13D filing?

Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements. Schedule 13G can be filed in lieu of the SEC Schedule 13D form as long as the filer meets one of several exemptions.

What is Rule 13D 1c?

Rule 13d-1(c) is the “Passive Investor” exemption and provides that holders who (1) have not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer (or in connection with or as a participant in any transaction having that purpose or effect), (2) are not an “ …

When should I use Schedule 13G vs Schedule 13D?

When you should file each of these schedules depends on additional criteria. Schedule 13D is considered the long-form beneficial ownership report. Schedule 13G is a beneficial ownership disclosure statement intended for passive investors who own less than 20% of a public company’s outstanding shares.

What is a Section 13 security?

Section 13(f)(6)(A) of the Exchange Act defines the term “institutional investment manager” to include any person (other than a natural person) investing in, or buying and selling, securities for its own account, and any person (including a natural person) exercising investment discretion with respect to the account of …

What triggers a 13G filing?

Institutional investors must file a Schedule 13G within 45 days after the calendar year in which the investor holds more than 5% as of the year end or within 10 days after the end of the first month in which the person’s beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the …

What is a Section 16 filing?

Section 16 requires insiders of a public company to report their direct and indirect ownership of the company’s equity securities and any transactions in such securities, and to disgorge any “short-swing profits,” which are discussed below.

What is Section 13 A of the Exchange Act?

Under Section 13 of the Exchange Act, an investment manager may have an obligation to file reports with the U.S. Securities and Exchange Commission (the SEC) on Schedule 13D, Schedule 13G, Form 13F, and/or Form 13H, each of which is discussed in more detail below.

Who qualifies as an exempt investor under Section 13 of the Exchange Act?

Exempt Investors. A reporting person is an “Exempt Investor” if the reporting person beneficially owns more than 5% of a class of an issuer’s Section 13(d) Securities at the end of a calendar year, but its acquisition of the securities is exempt under Section 13(d)(6) of the Exchange Act.

When to file a statement on Schedule 13D?

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1 (e), 240.13d-1 (f) or 240.13d-1 (g), check the following box. □

When to use cross references in Schedule 13D?

Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G or TO) by appropriate cross references to an item or items on the cover page (s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item.

How to classify source of funds in Schedule 13D?

(4) Classify the source of funds or other consideration used or to be used in making the purchases as required to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more than one is necessary) in row (4):

Do you have to report beneficial ownership on Schedule 13D?

Answer: No. The target security holder must report beneficial ownership of those securities on Schedule 13D or, if eligible, on Schedule 13G under Rules 13d-1 (b) or 13d-1 (c).