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What Is Schedule 13D?

Schedule 13D must be filed with the Securities and Exchange Commission (SEC) 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 of the owner to exhibits such as letters to management signaling a hostile takeover. Any material changes to the information in Schedule 13D must be submitted as an amendment to the SEC. 

Schedule 13D, which is often submitted with a tender offer, must be filed electronically via the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system, where it is made publicly available on sec.gov.

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