Beneficial Ownership Reporting

SEC Section 16 of The Securities Exchange Act of 1934 requires corporate insiders to publicly disclose their company affiliations, material changes in their holdings or unreported insider transactions through various regulatory filings with the SEC. Specifically, Section 16 mandates that Forms 3, 4 and 5 be filed by insiders—in other words, company investors who are directly or indirectly beneficial owners of more than 10% of stock in a company or directors and officers of the issuer of the securities. An insider of a first-time securities issuer or a new insider at an already-registered securities issuer must carry out the initial filing, Form 3. Form 4 is used to report material changes in insiders’ holdings. Form 5 reports any transactions that should have been included on a previous Form 4 or were eligible for deferred reporting such as gifts of shares or multiple small transactions. Section 16 reporting must be submitted electronically through the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. The SEC also requires companies to post the forms on their websites by the end of the next business day after filing them. Section 16 reporting deadlines were accelerated due to provisions of the SOX, the Sarbanes-Oxley Act of 2002. For support and additional information, explore our solutions here.

SEC Schedule 13D must be filed when an entity acquires more than 5% of any class of publicly traded securities in a public company. In accordance to Rule 13D, this particular SEC filing of an initial beneficial ownership must be submitted within 10 days of the transaction. Schedule 13D is intended to increase transparency around who the large shareholders are in a public company and why they have a stake in it. When a Schedule 13D is filed, it may disclose to the public that a hostile takeover, proxy battle or other “change of control” may soon take place. Schedule 13D is made up of seven sections ranging from basic information on the security type and class, as well as the contact information for the owner, to exhibits such as letters to management signaling a hostile takeover. Schedule 13D, which is often submitted with a tender offer, must be filed electronically via the SEC’s EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the Commission. For support and additional information, explore the our solutions here.  

SEC Schedule 13G, a simpler, short-form version of Schedule 13D, can be used to disclose the beneficial ownership of a company in lieu of Schedule 13D as long as certain conditions are met by three categories of owners: a qualified institutional investor in accordance with Rule 12d-1(b), a passive investor based on Rule 13d01(c), and an exempt investor laid out in Rule 13d-1(d).

Qualified institutional investors must file Schedule 13G within 45 days of the end of the calendar year in which they acquired more than 5% of a company. If they acquired more than 10%, then they must file within 10 days of the end of the calendar month in which the acquisition was made. Qualified investors are only eligible if they acquired the securities in the ordinary course of business, without changing or intending to exert control over the issuer. And they must be a regulated entity such as a registered investment adviser or company.

Passive investors must file Schedule 13G within 10 days of a transaction that amounts to more than 5% but less than 20% ownership of a company. They are also only eligible if they do not change or influence control of the issuer.

Meanwhile, exempt investors should file Schedule 13G within 45 days of the end of the calendar year in which they acquired more than 5% of a company. One type of exempt investor is an entity that’s acquired beneficial ownership of over 5% of a class of equity securities that weren’t registered when the acquisition took place but were registered subsequently.

Schedule 13G must be filed electronically via the EDGAR computer system for the receipt, acceptance, review and dissemination of documents submitted in electronic format to the SEC. For support and additional information, explore our SEC reporting solutions.

SEC Form 144 is a mandatory filing for individuals or entities intending to sell restricted or control securities that exceed 5,000 shares or $50,000 in total sales price within a three-month period. Restricted securities typically arise from private sales, while control securities belong to affiliates such as directors or major shareholders. The purpose of this filing is to notify the SEC and the public about these transactions.

Form 144 must be electronically filed with the SEC via its EDGAR system in XML format. Previously, it was allowed to be filed on paper or by email. Securities must be held for at least six consecutive months before they can be sold, though this holding period may include the initial purchase date for any gifted securities.

If the sales of restricted or control securities exceed 5,000 shares or a total sale price of more than $50,000 within a three-month period, an additional Form 144 must be filed for further sales. Filers are also limited to selling no more than 1% of the total number of outstanding securities during this period.

For support and additional information, explore our SEC reporting solutions.