The SEC released proposed amendments today to Regulations 13D-G that govern the filing deadlines and other requirements for Schedules 13D and 13G beneficial ownership reporting. Notably, the proposed amendments would reduce the reporting deadline for Schedule 13D reports to 5 days from 10 days and require amendments to be filed within one business day.
According to the release, additional proposed changes include:
- Acceleration of the filing deadlines (which vary based on filer type) for Schedule 13G reports
- Expansion of the application of Regulation 13D-G to certain derivative securities
- Clarification of the circumstances under which two or more persons have formed a "group" that would be subject to beneficial ownership reporting obligations
- New exemptions to permit certain persons to communicate and consult with one another, jointly engage issuers, and execute certain transactions without being subject to regulation as a "group”
- Structured, machine-readable data language filing requirements for Schedules 13D and 13G
Comments are due the later of 60 days after publication of the proposing release on the SEC’s website and 30 days following publication of the proposing release in the Federal Register.
See the SEC’s release and Fact Sheet; these statements from SEC Chair Gensler and Commissioner Peirce (dissenting); this release from Senator Tammy Baldwin (D-WI); and Stinson's post.