Schedule 13G Filing FAQ: Deadlines, Rules, XML Format, and More

TL;DR Summary:

If you own more than 5% of a public company’s voting stock, you may need to file Schedule 13G with the SEC. This FAQ explains key rules, deadlines, amendment triggers, and how ACN’s filing tool simplifies the process — including automatic XML generation.

Need to file Schedule 13G?

ACN’s online Schedule 13G tool makes it easy to generate and submit filings to the SEC — no formatting required. Just fill in your information, review your report on-screen or in PDF form, and submit directly to EDGAR. Our tool auto-fills common data, validates the XML structure, and helps avoid common causes of suspended filings.

What is Schedule 13G?

Schedule 13G is a beneficial ownership report filed with the SEC when an investor acquires more than 5% of a public company’s registered voting shares. It’s a shorter, less detailed version of Schedule 13D and is available to investors who don’t intend to influence or control the company — like passive investors, exempt holders, and qualified institutions.

Who can file Schedule 13G?

There are three types of eligible 13G filers:

1. Qualified Institutional Investors (QIIs) — such as registered investment advisers, banks, broker-dealers, insurance companies, and mutual funds. They must acquire shares in the ordinary course of business without intent to control the issuer.

2. Passive Investors — individuals or firms that exceed 5% ownership but don’t plan to influence control of the company. They must own less than 20% and not qualify as QIIs.

3. Exempt Investors — typically investors who acquired shares before the company was public or who otherwise qualify under Rule 13d-1(d).

If you don’t meet one of these categories, you may need to file Schedule 13D instead.

What are the Schedule 13G filing deadlines?

As of September 30, 2024, the SEC adopted faster deadlines for Schedule 13G filings:

Initial Filing Deadlines

Qualified Institutional Investors (QIIs) must file within 45 days after the end of the calendar quarter when you first exceed 5%.

Exempt Investors must file within 45 days after the end of the calendar quarter when you first exceed 5%.

Passive Investors must file within 5 business days of crossing the 5% threshold.

Amendment Deadlines

You must file an amendment to Schedule 13G if there's a material change in what you previously reported. This includes significant changes in ownership (typically 1% or more), a change in filer type, or a shift in intent to influence control.

QIIs and Exempt Investors must file amendments for material changes within 45 days after quarter-end of the change.

Passive Investors (below 10% ownership) must file amendments for material changes within 45 days after quarter-end of the change.

All filers at or above 10% ownership must file amendments for any 5% or greater change in ownership since the last filing within 5 business days after month-end of the change.

Passive Investors crossing 10% ownership for the first time must file an amendment within 5 business days after month-end in which 10% was crossed.

Once you reach 10%, you're subject to faster monthly amendment deadlines — even if you started as a quarterly filer.

What is considered “beneficial ownership”?

You're a beneficial owner if you have the power to vote or dispose of (or influence decisions about) securities — even if you don’t directly hold them. This includes shares held through contracts, relationships, or other arrangements that give you control.

You’re only required to file Schedule 13G if you beneficially own more than 5% of a class of registered voting equity securities.

How do I know what type of 13G filer I am?

Qualified Institutional Investors (QIIs) are filers who own more than 5%, have no plans to control the company, and are financial institutions.

Passive Investors are filers who own more than 5% (but under 20%), have no plans to control the company, and are not financial institutions.

Exempt Investors are filers who own more than 5%, have no plans to control the company, and may or may not be financial institutions.

If you do plan to control the issuer — or exceed 20% ownership as a Passive Investor — you likely need to file Schedule 13D instead.

What's the difference between Schedule 13D and Schedule 13G?

Both forms are required when you beneficially own more than 5% of a public company's voting stock — but they apply to different situations:

Schedule 13D is used when the investor intends to influence or control the company (e.g., proxy fights, activism, M&A plans). It must be filed within 5 calendar days of passing 5%. Schedule 13D requires detailed disclosures about plans and background and is commonly used by activists and acquirers.

Schedule 13G is used when the investor has no intent to influence control. Deadlines vary — some as late as 45 days after quarter-end. Schedule 13G is a streamlined, shorter form and is commonly used by institutions and passive investors.

Want a full comparison? Read our blog post on Schedule 13D vs. 13G.

Can ACN Solutions help with Schedule 13G filings?

Yes — and it’s designed for ease.

Our self-service Schedule 13G tool lets you:

• Enter your data using a clean, tab-based interface

• Use templates and auto-fill features to save time

• Carry forward data from prior filings to simplify amendments

• Download a proof PDF or validate and submit the XML directly to EDGAR

• Automatically update issuer info to match SEC records

All Schedule 13G filings must now be submitted in XML format. ACN’s platform generates fully compliant XML files automatically — no templates, code, or manual formatting required.

You stay in control. We don’t file on your behalf, but our system makes it fast and easy to file yourself — especially if you manage multiple entities or file regularly.

Resources

• SEC Final Rule: Beneficial Ownership Reporting (33-11253)

• Schedule 13G Form Instructions (SEC)

• 17 CFR § 240.13d-1 – Filing Requirements

Disclaimer:
The information provided in this FAQ is for general informational purposes only and does not constitute legal, compliance, or financial advice. ACN Solutions LLC is not a law firm, compliance advisor, or affiliated with the Securities and Exchange Commission (SEC). While we strive to provide accurate and timely guidance based on publicly available SEC resources, we do not speak on behalf of the SEC and are not authorized to interpret its rules or policies. Readers should consult their legal counsel or compliance professionals for specific guidance related to their regulatory obligations.