SEC Issues Final Rules Modernizing Section 13(d) And (G) Beneficial Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission (the "SEC") issued its final rules modernizing beneficial ownership reporting under Sections 13(d) and (g) of the Securities Exchange Act of 1934 (the "Exchange Act") and provided guidance regarding when investors will be considered to have formed a group under Section 13(d)(3). Sections 13(d) and 13(g) require persons or groups who own or acquire beneficial ownership of more than 5% of certain classes of "equity securities" registered under the Exchange Act to report such beneficial ownership by publicly filing either a Schedule 13D or a Schedule 13G ownership report with the SEC.

Beneficial Ownership Reporting

The new rules modernizing beneficial ownership reporting principally accelerate the deadlines for initial filings on Schedule 13D and 13G and amendments to those filings. Notably, the new rules effect the following changes.