What are Schedule 13D and Schedule 13G filings?

When one investor accumulates a large stake in a public company, other shareholders have a legitimate interest in knowing who it is and what they intend. Section 13(d) of the Securities Exchange Act of 1934 requires that disclosure once beneficial ownership of a class of registered voting equity securities exceeds 5%. The investor reports on one of two schedules.

Schedule 13D: the active-investor form

Schedule 13D is the full disclosure form. It requires the identity and background of the filer, the source and amount of funds used to buy the shares, and, in Item 4, the purpose of the transaction: whether the investor plans a merger, board changes, asset sales or other actions that could change the company. Activist investors file on Schedule 13D. Item 6 discloses contracts and arrangements involving the company’s securities, such as derivatives or voting agreements.

Schedule 13G: the short form for passive holders

Schedule 13G is available to investors who do not seek to change or influence control of the company. There are three main categories: qualified institutional investors such as registered investment advisers, banks and insurance companies; exempt investors, such as holders who crossed 5% without acquiring shares (for example, founders before an IPO); and passive investors who own less than 20%. Large index fund managers appear on many 13G filings because their funds collectively own more than 5% of many large companies.

What are the deadlines after the 2023 amendments?

In October 2023 the SEC adopted amendments that shortened the filing deadlines (press release 2023-219). The current deadlines are:

Filing	Deadline
Initial Schedule 13D	5 business days after crossing 5%
Schedule 13D amendment	2 business days after a material change
Initial 13G, qualified institutional or exempt investor	45 days after the end of the calendar quarter in which 5% was crossed
Initial 13G, passive investor	5 business days after crossing 5%
Schedule 13G amendment	45 days after the end of the calendar quarter in which a material change occurred

Qualified institutional investors and passive investors also have shorter deadlines when their ownership exceeds 10% and when it changes by more than 5% afterwards. The rule text in Release 33-11253 has the exact conditions.

How to read a 13D or 13G on EDGAR

The cover page shows the percent of class owned and the number of shares over which the filer has sole or shared voting and dispositive power. For a 13D, go straight to Item 4 for intentions, then Item 5 for recent transactions. An amendment (“13D/A”) that changes Item 4 is often the most newsworthy filing an activist makes.

Remember that a 13G amendment from a large asset manager usually reflects routine changes in index fund holdings, not a decision about the company. Our docket groups these filings separately from company-filed reports so they do not crowd out current reports. See the EDGAR search guide to find every 13D on a company, or compare with insider reporting on Form 4.