SEC Amends Rules Regarding Beneficial Ownership Reporting

On October 10, the SEC enacted a series of amendments to the rules that govern beneficial ownership reporting. The amendments, inter alia: (1) revise the current deadlines for Schedule 13D and Schedule 13G filings and amendments; (2) clarify disclosure requirements with respect to certain derivative securities; and (3) set forth the circumstances under which two or more persons may communicate and consult with each other and/or engage with an issuer without concern that they will be subject to regulation as a group.

Filings Deadlines.

The amendments:

• Shorten the initial Schedule 13D filing deadline to within five business days after the date on which a person acquires beneficial ownership of more than 5% of a covered class of equity securities or loses eligibility to file on Schedule 13G¹