This memorandum is a reminder to our clients and friends regarding the upcoming deadline for filing annual amendments to Schedule 13G that were previously filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with ownership of, or exercise of investment discretion over, securities registered in the U.S. The deadline for making this filing is this coming Monday, February 14th.
Regulation 13D of the Securities and Exchange Act of 1934 provides that beneficial holders, directly or indirectly, of more than 5% of a class of an issuer’s equity securities registered under the U.S. Securities Exchange Act of 1934 may generally file a Schedule 13G with the SEC to report their holdings in lieu of a (longer form) Schedule 13D so long as, among other things:
- The securities are acquired and held for investment purposes only, meaning that they were not acquired “with any purpose, or with the effect, of changing or influencing the control of the issuer”.
- The securities represent less than 20% of the class of equity securities.
An amendment to Schedule 13G must be filed annually (within 45 days of the end of the calendar year, i.e., Feb. 14) if any changes have been made in the investor’s holdings of the issuer during the year (not including changes in percentage holdings resulting solely from a change on the number of outstanding shares).
An amendment to Schedule 13G must also be filed:
- promptly (i) if the investor passes the 10% ownership threshold, or (ii) thereafter, upon the investor increasing or decreasing its position by more than 5% of the class of equity securities. Once an amendment has been filed reflecting beneficial ownership of 5% or less of the class of securities, no additional filings would be required.
- within 10 days file a (longer form) Schedule 13D (and be subject to Schedule 13D’s amendment requirements, which are different than those described above) if (i) the investor determines that it holds the securities with a purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect, or (ii) the investor’s beneficial ownership equal or exceeds the 20% threshold.
* * *
Please note that the above is a general summary only. SEC rules should be consulted before making a determination as to any specific circumstances that may arise.
For more information please contact your Gross & Co. Law Firm attorney or Adv. Perry Wildes (perry@gkh-law.com) or Adv. Nathan Hyman (Nathan@gkh-law.com).
