On October 10, 2023, the SEC adopted amendments to the rules governing beneficial ownership reporting. Among other things, the new rules generally shorten the deadlines for Schedule 13D and Schedule 13G filings, clarify the disclosure and beneficial ownership requirements with respect to derivative securities, and provide guidance regarding “group” formation. The amendments also extend the “cut-off” time to submit Schedule 13D and Schedule 13G filings from 5:30 p.m. to 10 p.m., Eastern time, and require that all disclosures in such filings, other than exhibits, be made using a structured, machine-readable data language. Generally, the amendments become effective 90 calendar days after publication in the federal register, except that compliance with the revised Schedule 13G deadlines will be required beginning on September 30, 2024.

View this Governance & Securities Alert.