SEC Releases 13D and 13G Interpretations
The SEC’s Corporation Finance Division has released a series of compliance and disclosure interpretations for the filing of Forms 13D and 13G, which generally require the owner of more than 5% of an issuer’s securities to provide information to the SEC. In the interpretations, the SEC indicates that a private partnership may not use short form 13G (and must use 13D) unless everyone in the partnership, and not just the general partner, qualifies to use the 13G. The SEC also indicates that the beneficial owner of a security must report even if investment discretion and voting is delegated to an investment adviser. The SEC also notes that the Form 13D filing period is triggered by the trade date, not the settlement date, and that 13G filings must be amended annually if there are changes to the information provided.
OUR TAKE: The 13D and 13G reporting obligations are commonly misunderstood and misapplied. When in doubt, take a look at these interpretations or call the Division of Corporation Finance.