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SEC proposes modernization of beneficial ownership reporting rules under Exchange Act Section 13
SEC Update
18 March 2022
The SEC recently published its long-awaited proposal to amend Regulation 13D-G under the Exchange Act to modernize the SEC’s requirements for reporting beneficial ownership of securities. The SEC expects that the proposed amendments will improve transparency in reporting, reduce the information gap between filers and other investors, and enhance investors’ ability to make more informed investment decisions.
SEC rules under Regulation 13D-G require beneficial owners of more than 5% of a class of voting equity securities registered under Exchange Act Section 12 to report their ownership on either a Schedule 13D or a Schedule 13G. Among the most noteworthy aspects of the SEC’s proposal, the amended rules would accelerate the deadlines for initial and amended Schedule 13D and Schedule 13G filings. The proposed amendments would also deem holders of certain cash-settled derivative securities to be beneficial owners of the reference equity securities and would modify the operation of reporting requirements applicable to “groups” under Sections 13(d)(3) and 13(g)(3) of the Exchange Act.
The SEC’s release (No. 33-11030) describing the proposed amendments can be viewed here. The comment period will be open until April 11.
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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Tiffany Posil, Alex Bahn, Kevin Greenslade, and Gibby Wagner.
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