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ARTICLE · 16 OCTOBER 2023

SEC Modernizes Beneficial Ownership Reporting

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On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting.

United StatesCorporate/Commercial Law
William Anderson
William Anderson
Troy L. Harder
Troy L. Harder
Madison Rich
Madison Rich

On October 10, 2023, the Securities and Exchange Commission (the Commission) adopted amendments to modernize the rules governing beneficial ownership reporting. The amendments shorten the deadline for initial and amended Schedule 13D and 13G filings, clarify disclosure requirements for derivative securities and require that filings be made using a structured, machine-readable data language. The Commission also provided guidance regarding cash-settled derivative securities and the formation of a group.

Initial Filing Deadlines for Schedules 13D and 13G

The new deadline to file Schedule 13D is five business days after either (i) acquiring beneficial ownership of more than five percent of a class of voting equity securities or (ii) becoming ineligible to report on Schedule 13G. The deadline for such reporting was previously 10 days.

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