On October 10, the SEC voted to adopt certain amendments to Regulation 13D-G and Regulation S-T. These amendments:
- accelerate the filing deadline for Schedule 13D beneficial ownership reports from 10 days to five business days and mandate that amendments be filed within two business days after a material change;
- accelerate the filing deadline for Schedule 13G beneficial ownership reports by Qualified Institutional Investors from 45 days after year-end to 45 days after quarter-end (a change that will require Qualified Institutional Investors to create systems to monitor new reportable holdings at the end of each quarter);
- accelerate the filing deadlines for other Schedule 13G filings and mandate specific deadlines for amendments for all Schedule 13G filings as specified in Appendix A; and
- require that Schedule 13D and 13G filings be made using a structured, machine-readable data language.
In a significant change from the proposed rules, the SEC did not adopt amendments to:
- deem holders of cash-settled derivative securities to be beneficial owners of the underlying reference equity securities when the derivative securities are held with a control intent;
- provide that a person becomes a member of a group if such person acquires securities after simply being notified that another person intends to file a Schedule 13D (the so-called “wolf pack” or “tipper–tippee” proposal);
- define when two or more persons “act as” a group; or
- add safe harbors from group status for communications among institutional investors and ordinary course derivative transactions.
As a result, aside from changes in filing and amendment deadlines, the amendments to the rules were relatively minor. However, as further discussed in the attached memorandum, the SEC provides guidance in the Release on the application of existing rules related to the areas listed above.