Upcoming Changes To Schedule 13G Reporting

So long ago that it may have slipped from memory, the U.S. Securities and Exchange Commission (“SEC”) adopted changes to the regime for reporting beneficial interests in publicly traded equity securities on Schedule 13G. The new rules, which apply only to investors eligible to report on Schedule 13G, were adopted in November 2023 and require compliance beginning on September 30, 2024.

Under revised Rule 13d-1(b)(2), an investor eligible to report on Schedule 13G must file an initial report on Schedule 13G within 45 days after the end of the first calendar quarter in which the investor becomes a beneficial owner of more than 5% of a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Previously, such reports were due within 45 days of the end of the first calendar year in which beneficial ownership exceeded 5%. If an investor becomes the owner of more than 10% of a class in any month before the filing of the initial Schedule