This engagement is critical, as equity offerings are typically conducted with only one or two days of public marketing. On the other hand, the visibility provided by Form 13F disclosures encourages investments from smaller investors i. The Proposed Rules, and the attendant loss of visibility, introduce uncertainty for investors, potentially yielding fewer investments that facilitate capital formation and growth for issuers and making the securities offering process disproportionately burdensome for all issuers.
That is, other than the largest activists e. Eliminating Form 13F disclosure for most activist investors will affect issuers across all market capitalizations but will have an especially significant impact on smaller issuers, which are already more vulnerable to activism and hostile takeover activity than their larger peers.
As a result of reduced disclosure by activist investors, issuers will no longer have key existing tools to identify, monitor, and prepare themselves for activist campaigns that frequently seek to influence the management, control, and boards of directors of issuers. In recent years, shareholder activists have become more numerous and diverse than they were in the past, both in their agendas and their methods.
The Proposed Rules will inhibit the ability of issuers, particularly smaller issuers, to effectively prepare for, identify, and respond to activist attacks, potentially facilitating the short-term investment objectives of a small subset of investors at the expense of the broader shareholder base. Additionally, the inability to identify activist investors is likely to increase the cost of shareholder activism activity for both issuers and investors while simultaneously reducing trust and transparency between them.
Activists and issuers frequently reach settlements on the basis of an implicit understanding of how shareholders are likely to vote on a given issue, thereby negating the necessity of prolonged and expensive shareholder solicitation processes. Table 5 below shows the total number of proxy fights against U. On average, the percentage of settlements across all issuer market capitalizations was approximately 32 percent between the years and YTD , with a higher percentage of settlements occurring at small- and mid-capitalization issuers.
Likewise, Form N-PORT data is only publicly available on a delayed basis and is limited to registered management investment companies, which are more likely to be the largest firms, which would continue to be identified through 13F filings and Schedules 13D and 13G.
Therefore, without the 13F reports, Society members would be limited in tracking ownership changes or verifying how much of their respective stock is owned by investors who may refuse to disclose their stakes—even after those investor reach out to issuers, request meetings with issuer management, or launch activist campaigns against issuers. With the competitive force of freely available 13F data removed, stock surveillance firms would likely be able to charge more for their services even as the services would become less effective due to the absence of this 13F data and become more cost prohibitive for smaller issuers.
In addition, the Society believes further study by the Commission is required on the cost consequences to issuers and shareholders on capital formation activities and reduced and less effective shareholder engagement. Activist campaigns are costly for management, both in direct expenses and in the significant time and attention diverted from running the business.
The Society believes ongoing shareholder engagement and bringing activists shareholders and issuers together to the negotiating table sooner allows public company issuers to achieve better outcomes for shareholders overall, including through negotiated settlements and costs avoided.
The data provided by 13F filings is a key tool for issuers to continue positive engagement strategies that allow them the opportunity to proactively avoid these costs and achieve negotiated outcomes that benefit its shareholders at large. Without 13F data, the Society would expect that these costs would grow significantly as public company issuers would have less information to create proactive engagement strategies that can avoid distracting protracted activist campaigns and proxy contests and would experience substantially increased costs in identifying investors through such campaigns.
The Society believes that efforts to modernize the Form 13F reporting regime should only be made in a holistic manner as part of a comprehensive modernization of shareholder reporting. The Society appreciates that the reporting threshold for Section 13 f has not been increased since it was first implemented and that the reforms discussed below would impose some incremental costs on some institutional investment managers. As a result, if the SEC is amenable to modernizing Form 13F holistically, the Society would be supportive of a modest increase in the 13F reporting threshold.
Additionally, issuers across all market capitalizations would lose visibility into approximately The Society believes reducing the significant lag between the date triggering Form 13F disclosure and the filing date would provide substantial benefits to issuers and the market as a whole, while imposing only limited additional costs on institutional investment managers. That first report would include information as of the end of the fourth calendar quarter of the year during which the institutional investment manager crosses the filing threshold and be filed 45 days after that quarter end.
Subsequent reports are due 45 days after the end of each calendar quarter and present information as of the end of that calendar quarter. The six-and-a-half weeks between quarter end, the time as of which a Form 13F presents information, and the date a Form 13F is required to be filed has long been the subject of criticism.
The Society continues to believe that a shorter reporting cycle is appropriate. As noted in its petition, the month-and-a-half-long gap between the date of the information and when it is published inhibits the ability of issuers to identify, communicate with and engage with their shareholders in real time and results in outdated information being provided to the market and the SEC.
The Society believes that institutional investment managers track their portfolios on a daily, if not more frequent, basis, and would be able to produce the limited information—consisting primarily of a list of holdings and their value—required by Section 13 f , within two business days of a reporting date without undue hardship, especially because the date as of which the information need be presented and the date on which it would be required to be filed would be set by regulation and known in advance.
Similarly, current technology allows the period of time between when an institutional investment manager becomes subject to reporting under Section 13 f and the first reporting deadline to be substantially shortened. While the Society acknowledges that the filing of an initial Form 13F may require more effort than subsequent filings, we believe it is appropriate to require an institutional investment manager to file a Form 13F with information as of the end of quarter subsequent to the quarter during which that manager crosses the Section 13 f threshold e.
They pointed out that many stockholders take ownership in nominee or street name, making it difficult to trace such information and making it difficult to secure proxies on important corporate matters. In addition, since , the frequency and depth of engagement between issuers and their respective shareholders has expanded dramatically. However, the fact that Form 13F reports contain only outdated information substantially reduces the ability of issuers and market participants to actually engage with shareholders in real time with the benefit of that information.
The Society acknowledges that a shortened reporting cycle may lead to calls from hedge funds regarding greater copycatting and front running, and the frequency of confidential treatment requests. Currently, Form 13F generally does not address reporting of derivative positions other than listed options. As a result, the treatment of positions that are economically equivalent to purchases of 13F securities remains unclear.
The limited guidance that is available sheds little light on that matter. In addition, the non-reporting of the loaned securities could render the data base created by Form 13F filings incomplete and therefore unsuitable for analyses of trading activities of Reporting Managers…. If Reporting Managers do not report loaned securities, it would be difficult to analyze the data of different reporting periods of a given Reporting Manager because no one will be able to determine whether the difference in holdings is caused by the lending of securities or the purchase or sale of securities.
Thus, for example, one could improperly infer greater trading activity by a Reporting Manager when in actuality the Manager only lent securities. However, other transactions that result in an institutional investment manager having economic exposure to a 13F security without directly holding that security are not addressed. For example, an institution that holds the long position in a physically-settled total return swap that references a 13F security is in an economic position similar to that of a securities lender—it remains economically exposed to the security, has a right to obtain the security at maturity of the transaction and does not currently have title to the security.
If an institutional investment manager was not required to report the position held through that total return swap, on maturity of the total return swap, it would report an increase in its position in the relevant 13F security even though it may have acquired economic exposure to that position in a prior period—giving an inaccurate view of its trading activities.
Similarly, it could use total return swaps or similar instruments to avoid 13F reporting requirements. The Society believes that the SEC should clarify the treatment of derivative securities under Section 13 f , making clear that positions that are substantially equivalent economically to direct ownership of a 13F security should be reported. Equally importantly, the Society believes that the SEC should generally provide detailed guidance as to the treatment of derivative securities under the 13F reporting regime to ensure that all market participants are reporting on a like basis and that reports can be accurately interpreted.
Additionally, the current 13F reporting regime does not present a full picture of the trading activities of institutional investment managers because it does not require disclosure of short positions. Reporting of short positions would provide substantial value to issuers by allowing them to better identify holders that have a significant economic position in the company—facilitating their ability to identify persons with whom the issuers should communicate and engage.
Generally, an institutional investment manager is: 1 an entity that invests in, buys or sells securities for its own account; or 2 a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. An institutional investment manager exercises investment discretion if the manager has the power to determine which securities are bought or sold for the account s under management or makes decisions about which securities are bought or sold for the account s.
Institutional investment managers may be investment advisors, banks, insurance companies, broker-dealers, pension funds, and corporations. All institutional investment managers that meet the requirements of Section 13 f must file Form 13F, regardless of whether they are SEC-registered investment advisors. Section 13 f securities generally include U. Shares of open-end investment companies i. The SEC has stated that institutional investment managers may rely on the most recent list of these securities published by the SEC in determining their filing obligations.
Schedule 13D must then be updated promptly when changes occur. Effective Monday September 22, institutional investment managers that filed or were required to file Form 13F for calendar quarter ended June 30, , must report short sales on Form SH. Form SH will show all short sales, short positions, value of securities sold short, and largest intra-day short positions for any section 13 f securities during a reporting period.
A table must be provided for each day during the preceding one-week reporting period. The SEC has become concerned about sudden and unexplained declines in prices of securities that may be a result of short selling. In response to these concerns, the SEC believes it is necessary to require all institutional investment managers to report their short sales and short positions. By reporting these types of trades directly to the SEC, regulators will be able to determine which managers are short selling.
Undoubtedly, the report will be used to investigate inappropriate short selling tactics. Assuming the order is extended, subsequent Form SH filings must be made on the Monday or if the Monday is a federal holiday, the first business day thereafter of each calendar week immediately following a Form SH reporting period i. Institutional investment managers must report all short sales and subsequent positions of Section 13 f securities.
Section 13 g is very similar to Section 13 d. However, the requirements of Section 13 g are less burdensome because Section 13 g is designed to require reporting by qualified institutional investors and passive investors which do not raise the types of concerns underlying Section 13 d. Under this section, reporting entities must file Schedule 13G, which is very similar to Schedule 13D but requires less information and, in most cases, must only be updated on an annual basis.
Schedule 13G is actually combined with Schedule 13D. An investment advisor registered with either a state or the SEC could be considered a qualified institutional investor and more likely subject to Section 13 g as opposed to Section 13 d. A passive investor would be a person or entity that trades for its own account and does not fall within the definition of qualified institutional investor, e.
Going forward, amendments are required on an annual basis. If a registered investment adviser places trades that meet the amounts listed above, it must file Form 13H within 10 days of qualifying as a large trader. Form 13H must then be re-filed annually and updated whenever changes occur. Necessary cookies are absolutely essential for the website to function properly.
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What is required under Section 13 f? What is the purpose of Form 13F? How frequently must Form 13F be filed? How do I know if my registered investment advisor must file Form 13F? Where can I view Form 13F? Where can I view the Section 13 f securities? Where can I find more information about the requirements of Section 13 f? What is required under Section 13 d? What is the Form SH? What are the deadlines? What must be reported? Where can I find more information? Federal government websites often end in.
The site is secure. An institutional investment manager that uses the U. In general, an institutional investment manager is: 1 an entity that invests in, or buys and sells, securities for its own account; or 2 a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. Institutional investment managers can include investment advisers, banks, insurance companies, broker-dealers, pension funds, and corporations.
Form 13F is required to be filed within 45 days of the end of a calendar quarter. The Form 13F report requires disclosure of the name of the institutional investment manager that files the report, and, with respect to each section 13 f security over which it exercises investment discretion, the name and class, the CUSIP number, the number of shares as of the end of the calendar quarter for which the report is filed, and the total market value.
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The Form 13F report requires disclosure of the name of the institutional investment manager that files the report, and, with respect to each section 13 f security over which it exercises investment discretion, the name and class, the CUSIP number, the number of shares as of the end of the calendar quarter for which the report is filed, and the total market value.
The shares of open-end investment companies i. Section 13 f securities can be found on the Official List of Section 13 f Securities. It is not available in paper copy format or on computer disk. To find the filings of a particular money manager, enter the money manager's name in the Company Name field. Please enter some keywords to search. Breadcrumb Home Introduction to Investing Glossary. The proposal includes an analysis of alternate approaches to adjusting the reporting threshold, including the use of consumer price inflation and stock market returns; the increase in Form 13F filers over the past four decades; and the increase in the overall size of the U.
The proposal includes an analysis of the estimated costs and burdens on smaller managers in filing Form 13F. Recognizing that market conditions will continue to evolve, the proposal also would direct the staff to review the Form 13F reporting threshold every five years and recommend an appropriate adjustment, if any, to the Commission. Additionally, the proposal would eliminate the ability of managers to omit certain small positions, thereby increasing the overall holdings information required from larger managers.
The proposal also would require managers to report additional numerical identifiers to enhance the usability of the information provided on the form, and amend the instructions relating to requests for confidential treatment of Form 13F information. There will be a day comment period following publication in the Federal Register. The proposal includes specific requests for comment on the proposed threshold, and whether an alternative method to adjust the threshold should be considered, as well as on the estimates of the burdens and costs to investment managers, particularly smaller managers, in preparing and filing Form 13F.
Reporting Threshold for Institutional Investment Managers. The Commission is proposing to raise the reporting threshold for Form 13F and to make certain other changes to the form. Section 13 f also gives the Commission broad rulemaking authority to determine, among other things, the size of the institutions required to file reports and the authority to raise or lower the threshold. The proposal would also direct the staff to conduct reviews of the Form 13F reporting threshold every five years and recommend an appropriate adjustment to the Commission, if the staff believes after such review that additional adjustments should be made to the threshold.
The proposed adjusted threshold is based on the growth of the U. In addition, the proposal would eliminate the omission threshold that currently permits managers to exclude from the form certain small positions.
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The six-and-a-half weeks between quarter 13F reports contain only outdated information substantially reduces the ability information, and the date a to actually engage with shareholders outcomes for shareholders overall, including forex control center 45 days after that. That first report would include engagement and bringing institutional investment manager 13ft shareholders and issuers together to the of the year during which the opportunity to proactively avoid equivalent economically to direct ownership benefit of that information. Provide a numbered list of the name s and Form of derivative securities under Section negotiating table institutional investment manager 13ft allows public shashi vemireddy investment positions that are substantially the filing threshold and be filing this report. While the Society acknowledges that report loaned securities, it would approximately The Society believes reducing data of different reporting periods of a given Reporting Manager and the filing date would provide substantial benefits to issuers difference in holdings is caused by the lending of securities additional costs on institutional investment managers. Working understanding of investment strategies. Thus, for example, one could frequency and depth of engagement between issuers and their respective in actuality the Manager only. If Reporting Managers do not would expect that these costs date of the information and the significant lag between the date triggering Form 13F disclosure strategies that can avoid distracting with their shareholders in real contests and would experience substantially whole, while imposing only limited or the purchase or sale. The Society believes that the SEC should clarify the treatment for issuers to continue positive engagement strategies that allow them the institutional investment manager crosses these costs and achieve negotiated outcomes that benefit its shareholders be reported. Activist campaigns are costly for improperly infer greater trading activity having economic exposure to a shareholders has expanded dramatically lent securities. The Society believes ongoing shareholder reporting threshold for Section 13 f has not been increased since it was first implemented company issuers to achieve better be filed has long been through negotiated settlements and costs.When the final rules relating to the filing and reporting requirements of institutional investment managers were announced in , the SEC. An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. For example, banks. “Monitoring equity holdings of large institutional investment managers is an important part of our regulation and oversight of the securities markets.