Schedule 13D vs. Schedule 13G: What’s the Difference and When to File Each

Schedule 13D and Schedule 13G both apply when an investor crosses the 5% ownership threshold in a public company. But they serve different purposes. Schedule 13D is for investors who may influence control; Schedule 13G is for passive or institutional investors. This article explains how to determine which form you must file and when.

What Are Schedule 13D and Schedule 13G?

Both Schedule 13D and Schedule 13G are beneficial ownership reports required by the SEC under Section 13(d) of the Exchange Act. They must be filed when an investor acquires more than 5% of a class of voting equity securities registered under Section 12 of the Act.

The difference comes down to the investor’s intent and filing eligibility.

Key Differences Between Schedule 13D and Schedule 13G

Schedule 13D:

  • Intent to influence or control

  • Filed within 5 calendar days of crossing 5%

  • Requires detailed disclosures

  • Common among activists and acquirers

Schedule 13G:

  • No control intent

  • Deadlines vary by filer type (up to 45 days)

  • Streamlined form

  • Common among institutions and passive investors

When to File Schedule 13D

You must file Schedule 13D if:

  • You acquire more than 5% of a company’s voting shares, and

  • You intend to influence or control the company (e.g., board seats, proxy fights, M&A activity)

If your intent changes after filing Schedule 13G, you must switch to Schedule 13D within 5 calendar days.

When to File Schedule 13G

You may file Schedule 13G if you qualify as a:

  • Qualified Institutional Investor (QII)

  • Passive Investor (over 5%, under 20%, no control intent)

  • Exempt Investor (ownership predates registration or other exemption)

Deadlines as of September 30, 2024:

  • QIIs: 45 days after quarter-end when crossing 5%

  • Exempt: 45 days after quarter-end when crossing 5%

  • Passive: 5 business days after crossing 5%

  • After 10% ownership: amendments due 5 business days after month-end for 5%+ changes

What Happens If You File the Wrong Form?

Filing Schedule 13G when 13D is required — or vice versa — can trigger SEC scrutiny or enforcement. If your intent changes, you must file the correct form within the required timeframe.

Not Sure Which Form You Need?

If you're near the 5% threshold or managing filings for multiple entities, it's important to understand which form applies. ACN can help you prepare and submit your filings in the correct format — though we do not determine reporting obligations.

Need to file Schedule 13D or 13G?

ACN’s self-service platform makes Schedule 13G filings easy and EDGAR-ready.
Enter your information, generate a compliant XML, and submit directly — no formatting or coding required.

For Schedule 13D filings, we offer direct filing support. Clients simply complete our secure template, and we take care of the XML formatting and EDGAR submission.

ACN Solutions does not determine whether Schedule 13D or 13G applies. Clients should consult legal counsel to evaluate their reporting obligations.

Schedule 13D vs. 13G FAQ Snapshot

  • Own more than 5% and intend to influence control? → File 13D

  • Own more than 5% but have no control intent? → Possibly file 13G

  • Reached 10% as a passive investor? → Faster amendment rules apply

  • No longer meet 13G criteria? → File 13D within 5 calendar days

Related Resources

Disclaimer

The information provided in this blog post 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.

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Schedule 13G Amendment Requirements: When You Must Update

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When Do You Have to File Schedule 13G?