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ARTICLE · 17 FEBRUARY 2022

SEC Proposes Changes To Regulation 13D And 13G Beneficial Ownership Reporting

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On February 10, 2022, the Securities and Exchange Commission (the SEC) released its long-awaited set of proposed rules.

United StatesFinance and Banking
Scott Moss
Scott Moss
Daniel Porco
Daniel Porco

The proposed rules would:

  • Accelerate certain filing deadlines for Schedules 13D and 13G
  • Expand the definition of "beneficial ownership" to capture cash-settled derivatives
  • Alter the circumstances under which two or more persons have formed a "group" for beneficial ownership reporting purposes  

Background

On February 10, 2022, the Securities and Exchange Commission (the SEC) released its long-awaited set of proposed rules (the Proposal)1 which, if adopted, would alter certain aspects of beneficial ownership reporting under Sections 13(d) and 13(g) of the Exchange Act of 1934, and Regulation 13D-G thereunder.

Proposed Changes

Below is a table that is included in the Proposal, supplemented with information from the authors of this Client Alert, which compares the general beneficial ownership reporting timelines as they currently exist to the proposed standards as set forth in the Proposal.

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