Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") mandate that beneficial owners of more than 5 percent of certain equity securities file Schedule 13D or Schedule 13G with the SEC EDGAR system. Schedule 13D is a long-form beneficial ownership disclosure statement and is intended for activist investors. Schedule 13G is a short-form version and intended for passive investors, qualified institutional investors, and exempt investors.
Schedule 13D / SCH 13D
An activist beneficial owner must file Schedule 13D within 10 days of acquiring more than 5 percent of certain equity securities. The idea behind the filing is to let investors know that someone has taken a meaningful ownership position. The form will specify what the purpose of the transaction is, and whether or not the beneficial owner may initiate a proxy contest and look to force change.
Schedule 13G / SCH 13G
Beneficial owners defined as Passive Investors, Qualified Institutional Investors, and Exempt Investors pursuant to Rule 13d-1 of the Exchange Act are required to file Schedule 13G for possessing more than 5 percent of certain equity securities.
The due date for filing for the beneficial ownership statement depends on the category of the initial Schedule 13G filer:
|Passive Investor||13d-1(c)||Within 10 days of the acquisition of more than 5 percent but less than 20 percent.|
|Qualified Institutional Investor||13d-1(b)||Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5 percent and within 10 days of the end of the calendar month in which the beneficial owner acquired more than 10 percent.|
|Exempt Investor||13d-1(d)||Within 45 days of the end of the calendar year in which the beneficial owner acquired more than 5 percent.|
The 45th day after the end of the calendar year corresponds to February 14. Should the due date of a Schedule 13G (or Schedule 13D) fall on a weekend or federal holiday, the filing deadline moves to the next business day.
Our Schedule 13D and Schedule 13G SEC EDGAR Filing Solution
Complete Schedule 13D1 or Schedule 13G1 and email it to our office for processing. We will prepare the document in SEC EDGAR format and provide you with a proof. Upon your approval we will file the Schedule 13D or Schedule 13G with the SEC EDGAR system.
Automated Solutions for Volume Filers
Are you a large investment fund with dozens - or hundreds - of Schedule 13Gs to file by the February 14th deadline? We have automated solutions available that can be customized to quickly and accurately create and file large numbers of Schedule 13Gs. Contact us for a demonstration.
1 Template provided for your convenience. The SEC may adjust this form from time to time; therefore, Newsfile Corp. makes no assurances regarding the completeness or accuracy of this template. Consult your legal counsel where necessary.
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