13G

Extracted Attributes

Schedule 13G

Schedule 13G is an alternative SEC filing for the Schedule 13D which can be filed in lieu of Schedule 13D by anyone who acquires more than 5% ownership of a Section 13 security and qualifies for one of the exemptions available to the Schedule 13D filing requirement. The Schedule 13G filing is a shorter version of the Schedule 13D with fewer reporting requirements. Activist practices disqualify a filer from filing Schedule 13G and instead require a Schedule 13D filing.

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• What is Schedule 13G? | Databento Trading Compliance Guide

  Schedule 13G is a simpler version of the more complex Schedule 13D Schedule 13D is an SEC filing that individuals or groups must submit when they acquire more than 5% ownership in a publicly traded company's voting stock. The filing reveals who the buyer is, why they bought the shares, and what they plan to do with their ownership stake—making it especially important for activist hedge funds. form. Investors can use this streamlined form when they own more than 5% of a company's stock but don't plan to influence how the company operates. The form recognizes that some large investors are simply making passive investments rather than trying to gain control. [...] Last updated: September 29, 2025 #### Quick definition Schedule 13G is a simplified alternative to Schedule 13D available to certain investors acquiring more than 5% of a company's shares without the intent to influence control, typically used by passive hedge funds making significant investments. [...] Any passive investor whose ownership reaches or exceeds 20% of a company's shares must switch to Schedule 13D reporting within ten days. This mandatory conversion applies regardless of the investor's intent, because the SEC believes that owning such a large stake automatically creates potential control implications. During the transition period, which can last up to twenty days, these investors face the same restrictions as other converting filers: no voting rights and no additional purchases of company stock or stock in controlling shareholders. To return to Schedule 13G eligibility, ownership must drop below 20% and the investor must demonstrate genuine passive intent.

• Schedule 13G - Wikipedia

  Wikipedia The Free Encyclopedia ## Contents # Schedule 13G Schedule 13G is an alternative SEC filing for the Schedule 13D which can be filed in lieu of Schedule 13D by anyone who acquires more than 5% ownership of a Section 13 security and qualifies for one of the exemptions available to the Schedule 13D filing requirement. The Schedule 13G filing is a shorter version of the Schedule 13D with fewer reporting requirements. Activist practices disqualify a filer from filing Schedule 13G and instead require a Schedule 13D filing. ## Schedule 13D exemptions The following exemptions permit a filer to file Schedule 13G in lieu of Schedule 13D: ## Initial filing deadlines ## Amendment requirements ## See also ## Resources SEC Homepage Investor.gov Schedules 13 D/G Section 13D/13G FAQ

• Schedule 13G Explained: Definition, Filing Requirements, and Uses

  Video 1 ## What Is Schedule 13G? The Securities and Exchange Commission (SEC) Schedule 13G form is an alternative filing for the Schedule 13D form and is used to report a party's ownership of stock which exceeds 5% of a company's total stock issue. Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements. Schedule 13G can be filed in lieu of the SEC Schedule 13D form as long as the filer meets one of several exemptions. [...] ## The Bottom Line Schedule 13G provides a streamlined way for investors who own over 5% of a company's stock to disclose their holdings without the extensive requirements of Schedule 13D. It's essential for institutional investors and others to understand the exemptions that allow them to use this form and to adhere strictly to filing deadlines to avoid penalties. Proper reporting via Schedule 13G not only complies with SEC regulations but also ensures transparency in the market, helping to prevent insider trading and benefiting all stakeholders by maintaining fair market practices. Article Sources [...] ### Key Takeaways Schedule 13G is filed to disclose beneficial ownership of more than 5% of a company's stock with fewer reporting requirements than Schedule 13D. Institutional investors can use Schedule 13G if they acquire shares without intending to influence the company's control. Filing deadlines for Schedule 13G vary depending on the investor's classification, such as institutional or passive investors. Investors must amend Schedule 13G if there are significant changes in ownership, especially if crossing the 10% threshold. Non-compliance with Schedule 13G can result in SEC fines, highlighting the importance of timely filing and awareness of internal control policies.

• Schedules 13D and 13G - Investor.gov

  When a person or group of persons acquires beneficial ownership of more than five percent of a voting class of a company’s equity securities registered under the Securities Exchange Act, they are required to file a Schedule 13D with the SEC. Depending upon the facts and circumstances, the person or group of persons may be eligible to file the more abbreviated Schedule 13G in lieu of Schedule 13D. Schedule 13D reports the acquisition and other information within five days after the purchase. The schedule is filed with the SEC and is provided to the company that issued the securities and each exchange where the security is traded. Any material changes in the facts contained in the schedule require a prompt amendment. The schedule is often filed in connection with a tender offer.

• 17 CFR § 240.13d-1 - Filing of Schedules 13D and 13G.

  (2) The Schedule 13G filed pursuant to paragraph (b)(1) of this section shall be filed within 45 days after the end of the calendar quarter in which the person became obligated under paragraph (b)(1) of this section to report the person's beneficial ownership as of the last day of the calendar quarter, provided, that it shall not be necessary to file a Schedule 13G unless the percentage of the class of equity security specified in paragraph (i)(1) of this section beneficially owned as of the end of the calendar quarter is more than five percent; however, if the person's direct or indirect beneficial ownership exceeds 10 percent of the class of equity securities prior to the end of the calendar quarter, the initial Schedule 13G shall be filed within five business days after the end of the [...] 13G, as applicable, if the person is a beneficial owner at that time of more than five percent of the class of equity securities. [...] (j) For the purpose of sections 13(d) and 13(g) of the Act, any person, in determining the amount of outstanding securities of a class of equity securities, may rely upon information set forth in the issuer's most recent quarterly or annual report, and any current report subsequent thereto, filed with the Commission pursuant to the Act, unless such person knows or has reason to believe that the information contained therein is inaccurate. (k) (1) Whenever two or more persons are required to file a statement containing the information required by Schedule 13D or Schedule 13G with respect to the same securities, only one statement need be filed: Provided, That: