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What’s the Difference Between Schedule 13D and Schedule 13G?

May 1, 2024 | Business of Law, Operating Your Company

Schedule 13D and Schedule 13G are both beneficial ownership reports filed by anyone who directly or indirectly shares investment power in a company. These Securities and Exchange Commission (SEC) filings provide information about parties who have substantial holdings in publicly-traded companies and allow other investors to have the opportunity to make informed decisions. However, the filer must note the differences between these forms and when each should be used.  

What is Schedule 13D?

Schedule 13D is meant to provide transparency to the public about the shareholders of a company and their reason for taking a significant stake. The form indicates that a change of control, proxy fight, or hostile takeover may occur, allowing current shareholders to make informed decisions. The responsibility of filing Schedule 13D is that of the new beneficial owner. The form must be filed within ten (10) days of buying the shares.

Schedule 13D requires a beneficial owner to provide the following information:

  • Information about the type of securities and the name and address of the issuing company 
  • The purchaser’s identity, type of business, citizenship, any criminal convictions, or civil lawsuits
  • The source and amount of funds
  • The purpose of the transaction
  • The number of shares being purchased and the percentage of the company’s outstanding shares
  • Any agreement with any person regarding the target company’s securities
  • Any written agreements concerning the securities  

Materials to be filed as exhibits must also be included with Schedule 13D. If there are any material changes — meaning any increase or decrease by more than one percent of ownership — a beneficial owner must amend the filing within two days.  

What is Schedule 13G?

Schedule 13G is an SEC form that is an alternative to Schedule 13D. The Schedule 13G  is used to report any stock ownership held by an individual that exceeds five percent (5%) of a company’s total stock that has been issued. The Schedule 13G is shorter and has fewer reporting requirements than Schedule 13D. However, the Schedule 13G can be used only if an exemption is met. 

This filing can be used if the securities were acquired by an institutional investor during the course of normal business, and they do not intend to influence control of the issuer. Schedule 13G can also be filed by an individual who is not an institutional investor if they have not acquired the security with the intent of influencing control over the issuer — and they are not a direct or indirect beneficial owner of twenty percent (20%) or more of the security. An exemption also applies to investors who acquired their beneficial ownership before December 22, 1970. 

What are the Filing Deadlines for Schedule 13G?

Schedule 13G has several filing deadlines and an investor who is required to file Schedule 13G to know which are applicable. The deadlines depend on the type of investor and their percentage of ownership: 

  • Institutional investors — There is a 45-day filing deadline from the end of the year in which an institutional investor finishes above 5%. Institutional investors also have 10 days to file once they have finished a month above 10% if the initial filing has not been submitted. 
  • Passive investors — A 10-day deadline is imposed on passive investors who have acquired 5% or more of a security.    
  • Exempt investors — Exempt investors must file Schedule 13G within 45 days of the end of the year in which they are obligated to file.

Additional reporting is required in the event any changes must be made. Significant monetary penalties are imposed by the Securities and Exchange Commission on individuals and companies who fail to file or correctly file forms, even if the failure is inadvertent or willful. 

Contact an Experienced New York Securities Attorney

If you’re a beneficial owner of a publicly traded company, it’s vital to have the counsel of a securities lawyer who can advise you regarding SEC compliance matters. Brinen & Associates provides high-quality legal services for a wide variety of securities matters, including those involving SEC filings. Call (212) 330-8151 or send us a message to schedule a consultation. 


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I formerly worked as a satellite employee from my home state of New Jersey. I ended my employment with my former employer in 2016. In 2018, I was sued by my former employer for $1.1 million in Illinois State Court. I was referred to Brinen & Associates, LLC by a friend who is a client of the firm. Brinen & Associates, LLC came highly recommended. I contacted Joshua Brinen and then had a consultation at his office with his colleague Mark White. Together, Messrs. Brinen and White explained my options...

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