Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements – including filings based on the size of the holdings of a particular portfolio company, aggregate holdings of securities across all public portfolio companies, and filings triggered by the volume of sales and purchases of portfolio company equity securities. Many of these filing requirements are annual or quarterly, and the rules regarding certain of these filings, including the filing deadlines, have recently changed. An overview of the potential near-term filing requirements for funds, which reflects these recent rule changes, follows.
Schedule 13G
Funds – including their general partners and, in some cases, managing principals – that hold in excess of 5% of a class of public equity generally must file a Schedule 13G to publicly report their beneficial ownership of the portfolio company’s securities. In most instances, the initial filing is due within 45 days of the end of the quarter in which the fund’s ownership first exceeds 5%, including as a result of a portfolio company’s initial public offering (IPO). Additionally, any fund that has previously filed a Schedule 13G with respect to a portfolio company must file a quarterly amendment to its Schedule 13G within 45 days of quarter-end if there have been material changes in ownership since the most recent filing – including an “exit” filing if the fund’s ownership has declined below 5% of the outstanding class of stock.
As described in this December 2024 blog post, effective December 18, 2024, all Schedule 13Gs are now required to be filed with the SEC in the XML filing format.
Importantly, whether a fund is permitted to file a Schedule 13G for a particular investment, or is required to file the more onerous Schedule 13D, is often an important threshold question. Schedule 13D filings require far greater information, and these filings are due on a much more accelerated schedule, as compared to Schedule 13G filings. More information regarding Schedule 13D triggering events and filing deadlines is available in this October 2023 Cooley alert.
Form 13F
Investment advisers who exercise investment discretion over “Section 13(f) securities” – generally equity securities of public companies – are required to file quarterly reports with the SEC on Form 13F within 45 days of each quarter-end. Subject to certain exceptions, if your funds collectively owned in excess of $100 million of Section 13(f) securities as of the last day of any month during the 2024 calendar year, you’re obligated to file a Form 13F for the quarter ended December 31, 2024, which filing will be due February 14, 2025. In addition, the filing obligation continues for a minimum of an additional three consecutive calendar quarters (i.e., March 31, June 30 and September 30), with these filings due within 45 days of the relevant quarter-end. It is important to note that, even if you did not exceed the $100 million threshold as of December 31, 2024, the obligation to file a Form 13F for the quarter ended December 31, 2024 remains if the threshold was exceeded as of the last day of any single month in 2024.
Form 13H
Investment advisers who have previously filed a Form 13H to register as a “large trader” are required to file an annual update to the filing within 45 days of year-end. Large traders who have completed a full calendar year without exceeding any of the Form 13H triggering thresholds – measured across all portfolio companies – may be eligible to elect “inactive” status and thereby suspend certain ongoing large trader obligations. These triggering thresholds are daily trading of at least two million shares or $20 million in share value, or calendar-month trading of at least 20 million shares or $200 million in share value, in each case aggregating purchases and sales of the securities of all portfolio companies during the relevant day or month.
In addition to the annual filing requirement, large traders have a quarterly obligation to promptly amend the Form 13H following any quarter during which any of the information in their Form 13H materially changes.
Closing thoughts
As 2025 begins, funds should start to consider whether they will need to make any of the annual and quarterly filings under Section 13. The determination of whether you have a Schedule 13G, Form 13F or Form 13H filing obligation is often complex. As part of your assessment, consider contacting your fund/securities counsel to begin a Section 13 analysis, then prepare any required filings well in advance of the February 14, 2025 deadline. Funds with Schedule 13G filing requirements also should allow additional time to transition their filings to the new XML filing format.
The authors
