Section 13(g) is very similar to Section 13(d). However, the requirements of Section 13(g) are less burdensome because Section 13(g) is designed to require reporting by qualified institutional investors and passive investors which do not raise the types of concerns underlying Section 13(d). Under this section, reporting entities must file Schedule 13G, which is very similar to Schedule 13D but requires less information and, in most cases, must only be updated on an annual basis. Schedule 13G must be filed when a qualified institutional investor exceeds 5% of a class of outstanding registered equity securities provided they hold the securities due to their normal course of business and not to affect change or influence control of the issuer. Schedule 13G is actually combined with Schedule 13D.
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Where can I find more information?
November 02, 2018
You can read more information about the emergency order and Form SH on the SEC’s website. The website includes the order, the Form SH and Form SH instructions. You can visit the SEC website by clicking here.
What must be reported?
November 02, 2018
Institutional investment managers must report all short sales and subsequent positions of Section 13(f) securities. The most current list of Section 13(f) securities can be viewed through the SEC’s website.
What are the deadlines?
November 02, 2018
The first Form SH must be filed by 5:30 EST on Monday, September 29, 2008. Assuming the order is extended, subsequent Form SH filings must be made on the Monday (or if the Monday is a federal holiday, the first business day thereafter) of each calendar week immediately following a Form SH reporting period (i.e. the preceding Monday-Sunday, or seven calendar days) in which the manager has entered into any new short positions or closed part or all of any short positions with respect to any section 13(f) securities except for any short position(s) for options.
What is the Form SH?
November 02, 2018
On September 18, 2008, the SEC released emergency order No. 58591 requiring the use of Form SH. The order was issued due to the SEC’s concern about the possible unnecessary or artificial price movements based on unfounded rumors regarding the stability of financial institutions and other issuers exacerbated by short selling. The SEC has become concerned about sudden and unexplained declines in prices of securities that may be a result of short selling. In response to these concerns, the SEC believes it is necessary to require all institutional investment managers to report their short sales and short positions. By reporting these types of trades directly to the SEC, regulators will be able to determine which managers are short selling. Undoubtedly, the report will be used to investigate inappropriate short selling tactics.
What is required under Section 13(d)?
November 02, 2018
When a registered investment advisor acquires beneficial ownership of more than 5% of a class of equity securities which are registered under the 1934 Act, it must file a report on Schedule 13D with the issuer, the SEC, and the exchanges where the securities trade. When determining beneficial ownership, a registered investment advisor needs to consider two criteria to determine if it is a beneficial owner over securities held in client accounts. A registered investment advisor may be considered a beneficial owner if it has or shares either of the following: 1) the power to vote or direct the voting of the shares, and 2) the power to dispose or direct the disposition of the security.
The SEC has posted its own set of FAQ’s located at http://www.sec.gov/divisions/investment/13ffaq.htm.
Where can I view the Section 13(f) securities?
November 02, 2018
The most current listing of Section 13(f) securities can be viewed through the SEC’s website. An institutional investment manager must visit this site every quarter to view the most current listing of Section 13(f) securities.
Will the amount of assets under management reported on my registered investment advisor firm’s Form ADV Part 1 be the same amount reported on Form 13F?
November 02, 2018
Not necessarily. Form 13F will only contain a listing of Section 13(f) securities as determined by the SEC. In fact, smaller holdings of Section 13(f) securities that meet the SEC’s de minimus reporting standards do not need to be reported.
Where can I view Form 13F?
November 02, 2018
Form 13F can be viewed through the SEC’s website.
