Regulatory Alerts2022-02-10
Modernization of Beneficial Ownership Reporting
The Securities and Exchange Commission proposes comprehensive amendments to Rules 13D-G and Regulation S-T to modernize beneficial ownership reporting for Schedules 13D and 13G. The rule shortens initial and amendment filing deadlines to five days or one business day, deems holders of certain cash-settled derivatives as beneficial owners, and mandates structured machine-readable data submissions. It also clarifies group formation under the Exchange Act and establishes new exemptions allowing investors to communicate, consult, and execute transactions without triggering group status.
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