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Exchange Act Sections 13(d) and 13(g) and the related SEC rules require that an investor who beneficially owns more than five percent of a class of voting equity securities registered under Section 12 of the Exchange Act ("covered securities") report such beneficial ownership and certain changes in such ownership by ...
? 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)).
Item 4: Purpose of Transaction. This section of Schedule 13D alerts investors to any change of control that might be looming. Among other disclosures, beneficial owners must indicate whether they have plans involving a merger, reorganization, or liquidation of the issuer or any of its subsidiaries.
Section 13(d), for example, requires those acquiring a stake of 5% or more to make certain disclosures. Section 14(d) governs tender offers. And, Section 16(a) requires, among other things, 10% shareholders to make certain disclosures.
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.
Securities Act Rule 13d-3 defines ?beneficial owner? as ?any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (1) Voting power which includes the power to vote, or to direct the voting of, such security; and/or, (2) Investment power which ...
What Is Schedule 13D? Schedule 13D is a form that must be filed with the U.S. Securities and Exchange Commission (SEC) when a person or group acquires more than 5% of a voting class of a company's equity shares. Schedule 13D must be filed within 10 days of the filer reaching a 5% stake.
These beneficial owners must file with the SEC a Schedule 13D (or Schedule 13G if certain conditions are met), often referred to as beneficial ownership reports.