The Securities and Exchange Commission (SEC) has amended the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 [dea8c34c]. The amendments primarily expedite the submission deadlines for Schedule 13D and Schedule 13G, provide clarity on disclosure obligations regarding derivative securities, outline the conditions under which multiple individuals are considered to have formed a 'group' subject to beneficial ownership reporting rules, and mandate the use of structured, machine-readable data language for filing Schedules 13D and 13G. The amendments reduce the initial filing period for Schedule 13D to five business days from the date an investor acquires more than 5% beneficial ownership in an equity securities class or loses eligibility for Schedule 13G filing. The revisions further mandate that a Schedule 13D amendment must be submitted within two business days after any material change in the information previously reported. The amendments also introduce new rules regarding the treatment of cash-settled derivative securities and require reporting persons to provide information about derivative contracts, agreements, understandings, and affiliations related to an issuer's securities. The amendments clarify the definition of a 'group' and specify reporting obligations for groups. The amendments also require the use of structured, machine-readable data language for filing Schedules 13D and 13G. The deadlines for compliance with the amendments vary depending on the specific requirements [dea8c34c].
According to a schedule of effective dates for Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB) as of March 31, 2024, provided by Grant Thornton, there are several ASUs that are currently effective for some entities and others that require disclosures under Staff Accounting Bulletin 74 for pronouncements not yet adopted [71049524]. The schedule, published by Grant Thornton, serves as a reference for the effective dates and transition requirements of the ASUs, but it is not a substitute for reading the ASUs directly. The amendments made by the SEC to the rules governing beneficial ownership reporting on Schedules 13D and 13G aim to expedite submission deadlines, provide clarity on disclosure obligations, and mandate the use of structured, machine-readable data language for filing. These amendments will impact reporting persons and groups subject to beneficial ownership reporting rules, as well as investors who acquire more than 5% beneficial ownership in an equity securities class or lose eligibility for Schedule 13G filing. The amendments also introduce new rules regarding the treatment of cash-settled derivative securities and require reporting persons to provide information about derivative contracts, agreements, understandings, and affiliations related to an issuer's securities. The amendments clarify the definition of a 'group' and specify reporting obligations for groups [dea8c34c] [71049524].