13D

Extracted Attributes

13D

13D, 13d or XIII-D may refer to: Rule 13D, United States Securities and Exchange Commission rule Schedule 13d, United States Securities and Exchange Commission rule Stalag XIII-D, a German Army World War II prisoner-of-war camp in Nürnberg 13D Research, an institutional global research firm

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• Schedule 13D - Wikipedia

  Wikipedia # Schedule 13D Schedule 13D is an SEC filing that must be submitted to the US Securities and Exchange Commission within 10 days by anyone who acquires beneficial ownership of more than 5% of any class of publicly traded securities in a public company. A filer must promptly update the Schedule 13D filing to reflect any material change in the facts disclosed, including, among other things, the acquisition or disposition of 1% or more of the class of securities that are the subject of the filing. ## Contents ## Form uses [...] ## Contents ## Form uses 13D filings allow the investing public to see who a public company's large shareholders are, and, perhaps more importantly, why they have an interest in the company. These filings may be a precursor to hostile takeovers, company breakups, and other "change of control" events. ## Reading the form Schedule 13D consists of seven different sections: ## Services An aggregate database of schedules 13D, 13G, 13F are provided by private service providers such as Edgar. ## See also ## References ## External links #### Languages This page is not available in other languages. Wikipedia Wikimedia Foundation Powered by MediaWiki

• 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. [...] U.S. flag An official website of the United States government Here’s how you know Dot gov The .gov means it’s official. Federal government websites often end in .gov or .mil. Before sharing sensitive information, make sure you’re on a federal government site. Https The site is secure. The ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely. SEC Emblem Investor.gov U.S. Securities and Exchange Commission # Schedules 13D and 13G Schedules 13D and 13G are commonly referred to as a “beneficial ownership reports.” The term "beneficial owner" is defined under SEC rules. It includes any person who directly or indirectly shares voting power or investment power (the power to sell the security).

• Understanding Schedule 13D: Filing Process & Key Requirements

  ### Key Takeaways Schedule 13D is a form filed with the SEC when someone acquires more than 5% of a company's voting shares. Filing Schedule 13D is necessary for transparency, informing the public about significant ownership stakes and potential changes in control. The form must be submitted within 10 days of acquiring a 5% stake and must be amended if the stake changes by 1% or more. Information required includes the identity of the buyer, the source of funds, the purchase purpose, and any involved agreements. Get personalized, AI-powered answers built on 27+ years of trusted expertise. ASK ## How Schedule 13D Impacts Shareholders [...] ### Details from the 13D Filing Image 5: Example of 13D Filing from MGM Resorts International.:max_bytes(150000):strip_icc():format(webp)/13Dsharpened-5ede75f446634718aff2c3a063df6c39.jpg) Example of 13D Filing from MGM Resorts International.Investopedia ## The Bottom Line Schedule 13D is a vital form required by the SEC when investors acquire more than 5% of a company's voting shares, providing transparency and revealing potential changes in company control. Investors must file this form within 10 days of acquiring significant ownership and update it for any material changes. [...] Reviewed byMargaret James Close ## What Is Schedule 13D? Schedule 13D is a critical SEC filing required within 10 days of acquiring more than 5% of a company's voting shares. This form, also known as a "beneficial ownership report," provides transparency by disclosing significant ownership stakes. It ensures that markets and other shareholders are informed about potential changes in control, such as mergers or hostile takeovers. By understanding the requirements and purpose of Schedule 13D, investors can better navigate ownership changes in public companies. ### Key Takeaways

• What is a Schedule 13D & 13G SEC Filing? - DFIN

  Publicly traded companies are subject to SEC requirements, such as regulations that mandate certain types of financial reporting and disclosures. These include the Schedule 13D and 13G forms, which are required when an investor becomes a beneficial owner of 5% or more of a public company's stock. Although these disclosures are triggered by the same type of event, the requirements for each differ based on the investor’s intent. Disclosures such as the SEC 13D and 13G are important for transparency, as they shine a light on the investor’s intentions and their potential influence on the company’s management or strategic direction. This is critical for helping to guide corporate governance and prepare for potential activist investor scenarios. As of February 2024, rule changes made by the SEC [...] Delivering Transparency Required SEC forms such as the 13D and 13G exist for the benefit of investors. They provide important information about company operations and ownership and ensure transparency. This allows investors to stay up to date with important developments and make informed decisions rather than being surprised and potentially unwanted by a new development at a company whose stock they own. Maintaining open lines of communication between a company's Investor Relations team and investors is critical for avoiding surprises. By reaching out to large shareholders as they gain influence by tracking Schedule 13D and 13G filings, companies can better prepare themselves for the possibility of activist investors and potentially address their concerns before complications arise. [...] The key differences between these two forms are the filing deadlines, the types of investors required to file them, the depth of the disclosures, and any final rules pertaining to ongoing amendments. ## Who is Required to File a Schedule 13D & 13G? Someone who becomes a 5% or greater beneficial owner of the company's stock is required to file Schedule 13D or 13G, which is also called a beneficial ownership report. Beneficial ownership is defined by the SEC as investors having voting or investment power over 5% or more of a class of derivative securities. This is different from record ownership because the investors can maintain the benefits of ownership even if their names are not on the title. Individuals, groups and institutional entities are subject to this requirement.

• [PDF] Summary of Schedule 13D and Schedule 13G Filing Obligations

  1 © 2015 Mintz , Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Information contained herein may be considered attorney advertising. Prior results do not guarantee a similar outcome. SUMMARY OF SCHEDULE 13D AND SCHEDULE 13G FILING OBLIGATIONS I. Schedule 13D  Any person who acquires beneficial ownership of more than 5% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must report that acquisition on a Schedule 13D within 10 calendar days of crossing the 5% threshold (Rule 13d-1(a)). The exceptions to this rule (i.e., persons who can file a short-form Schedule 13G instead of a Schedule 13D) are described below.  The Schedule 13D must be amended “promptly” to report any material change in the information [...] of the issuer and who own less than 20% of the class of securities are “Passive Investors”. Effective February 17, 1998 the Securities and Exchange Commission (the “SEC”) added the Passive Investor as a category eligible to file on Schedule 13G. Before that time, a Passive Investor had to use the long-form Schedule 13D to report accumulations and changes in stock holdings. 1. Definition of Passive Investor. (Rule 13d-1(c)) The term “Passive Investor” means shareholders beneficially owning more than 5% of the class of registered securities and who can certify that the securities were not acquired or held for purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any [...] 13G Initial Filing: Within 10 calendar days after the acquisition. Rule 13d-1(a) Qualified Institutional Investors: Within 45 calendar days after the calendar year in which the person holds more than 5% as of the year end, or within 10 calendar days after the end of the first month in which the person’s beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the month. Rule 13d-1(b)(2) Exempt Investors: Within 45 calendar days after the calendar year in which the person becomes obligated to file. Rule 13d-1(d) Passive Investors: Within 10 calendar days after the acquisition. Rule 13d-1(c) Amendments: File promptly to reflect any material change including a change in investment purpose. An acquisition or disposition of beneficial ownership of securities

• Instance Of

  Q4167410