The Differences Detween a Schedule 13D and a Schedule 13G

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The Differences Detween a Schedule 13D and a
Schedule 13G
A Schedule 13D must be filed with the SEC under
Rule 13D. This form is required when a person or
group acquires more than 5 of any class of a
companys shares. This information must be
disclosed within ten (10) days of the
transaction. Rule 13D requires the owner to also
disclose any other person who has voting power or
the power to sell the security.
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This form is used to report a partys ownership
of stock
A Schedule 13G is similar to the Schedule 13D.
This form is used to report a partys ownership
of stock that is over 5 of the company. Schedule
13G is shorter and requires less information from
the filing party. Ownership of over 5 in a
publicly-traded stock is considered to be
significant ownership, and therefore, must be
reported to the public. There are several ways
for an investor to be eligible to file a Schedule
13G rather than a Schedule 13D.
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An investor who is a qualified institutional
investor. Qualified institutional investors are
Brokers, banks, investment advisors, or other
types of institutions These types of investors
must file an initial Schedule 13G with the SEC
within forty-five (45) days of the end of the
calendar year in which they exceeded the 5
ownership threshold.
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An investor who is a passive investor. A
passive investor is an individual whom
Has not acquired the securities with the
purpose of changing or influencing the control of
the issuer Does not directly or indirectly
beneficially own more than 20 of the issuers
securities These types of investors must file an
initial Schedule 13G with the SEC within ten (10)
days of crossing the 5 ownership threshold.
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