Don’t Get Owned! How to Navigate Ownership Thresholds and Reporting

This practice note outlines considerations for investment managers as they navigate securities ownership thresholds and accompanying reporting requirements. There are several reporting and filing regimes that apply to the acquisition of different amounts of ownership of the securities of a U.S. company, and various approaches used to determine such “ownership,” including the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (the Exchange Act), quarterly Form 13F filing requirements for institutional investment managers under Section 13(f) of and Rule 13f-1 under the Exchange Act, and Section 16 disclosure and disgorgement requirements under the Exchange Act.

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Related Content

• Beneficial Ownership Under Section 13 of the Exchange Act
  Review this discussion of the obligations of beneficial owners of securities registered under the Exchange Act to disclose the acquisition or possession of these securities.
• Schedule 13D or 13G Filing Chart
  Consult this chart listing the events that trigger the filing of a Schedule 13D or Schedule 13G, as well as the events that trigger the filing of an amendment to a previously filed schedule.
• Section 16 Compliance, Insiders, and Liability
  Read this practice note that reviews Section 16 compliance under the Exchange Act, including reporting requirements, disgorgement obligations, and prohibitions on short sales for statutory insiders.

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