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 SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system, where it is made publicly available on sec.gov.
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