Form 13H
13H-A, 13H-Q, 13H-I, 13H-T, and 13H-R
Rule 13h-1 requires a "Large Trader" whose transactions in "NMS securities" equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month ("Identifying Activity Level"), to identify itself to the Commission and make certain disclosures to the Commission on Form 13H over SEC EDGAR.
A "Large Trader" is generally defined as a person, including a firm or individual, that: (i) directly or indirectly, including through other persons controlled by such person, exercises investment discretion over one or more accounts and effects transactions for the purchase or sale of any NMS security for or on behalf of such accounts, by or through one or more registered broker-dealers, in an aggregate amount equal to or greater than the Identifying Activity Level; or (ii) voluntarily registers as a large trader by filing electronically with the Commission Form 13H. An "NMS security" is any security or class of securities for which transaction reports are collected, processed, and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options.
Form 13H is submitted online using to the SEC using the EDGAR web site. There are six types of Form 13H filings:
- Initial Filing (13H): The Initial Filing is made to identify the Large Trader to the SEC. It is due promptly (generally 10 days) after first effecting aggregate transactions equal to or greater than the Identifying Activity Level and annually thereafter. The Rule is effective October 3, 2011; entities that meet the Large Trader definition after that date must file Form 13H by December 1, 2011.
- Annual Filing (13H-A): All Large Traders must submit an Annual Filing of Form 13H within 45 days after the end of each full calendar year. Filers may submit an amended fourth quarter filing jointly with an annual filing by checking the appropriate box on the cover page.
- Amended Filing (13H-Q): If any of the information contained in a Form 13H filing becomes inaccurate for any reason, a large trader must file an Amended Filing no later than the end of the calendar quarter in which the information became stale. For example, changes to the name, business address, organization type, or organizational chart would require an amended filing. While not required by the Rule, a Large Trader may voluntarily file an amended filing more frequently than quarterly at its discretion. A Large Trader on "Inactive Status" (described below) is not required to file any Amended Filings while it is on Inactive Status. Filers may submit an amended fourth quarter filing jointly with an annual filing by checking the appropriate box on the cover page of the 13H-A.
- Inactive Status (13H-I): If a trader or other person does not meet or exceed the Identifying Activity Level, it would not be required to file Form 13H. In addition, if a person does not anticipate meeting the Identifying Activity Level again (and has not met it during the previous full calendar year) it may file for "Inactive Status". This filing permits a Large Trader who has not effected aggregated transactions over the threshold during the previous full calendar year to obtain Inactive Status through the submission of Form 13H. Inactive Status is designed to reduce the burden on infrequent traders who may trip the threshold in a limited on-off situation.
- Reactivated Status (13H-R): If an adviser on Inactive Status meets or exceeds the Identifying Activity Level, it must file for Reactivated Status promptly (generally, within 10 days).
- Termination Filing (13H-T): Persons can terminate their status as Large Traders by submitting a Termination Filing. For example, if the person ceases operations, dissolves, or is acquired, the Large Trader may be able to file a Termination Filing.
While Form 13H filings will be processed through EDGAR, once filed, they will not be accessible through the website or otherwise be made publicly available.
