Schedule 13G Amendment Requirements: When You Must Update
If you’ve already filed Schedule 13G, your reporting obligations aren’t over. Under the SEC’s new rules effective September 30, 2024, you must track ownership changes more frequently and file amendments much faster than before.
This guide covers:
What counts as a material change
How deadlines vary by filer type
What happens when you exceed 10%
When a filer must switch to Schedule 13D
What Counts as a “Material Change”?
The SEC doesn’t define this term outright, but based on guidance and past practice, material changes generally include:
A change in beneficial ownership of 1% or more
A change in filer type (e.g., Passive → QII)
A change in investment intent (e.g., now seeking control)
Corrections to inaccurate or outdated information
Filers are expected to make a good-faith determination and monitor their holdings at least quarterly.
Amendment Deadlines (Effective September 30, 2024)
QIIs and Exempt Investors must file amendments for ownership or other material changes within 45 days after quarter-end.
Passive Investors (below 10% ownership) must file amendments for ownership or other material changes within 45 days after quarter-end.
Passive Investors crossing 10% ownership must file an amendment within 2 business days of crossing the 10% threshold.
All Filers at 10% or above must file amendments for any 5% or greater change in ownership within 2 business days of month-end.
Once you hit 10% ownership, you're subject to faster timelines — even if you originally qualified as a quarterly filer.
Common Amendment Scenarios
You go from 6.2% to 7.3%: Yes — 1%+ change is material
You cross 10% as a passive investor: Yes — must amend within 2 business days
You go from 12.3% to 16%: Yes — 5%+ post-10% change requires amendment within 2 business days of month-end
You change your investment intent: Yes — must switch to Schedule 13D
You discover a past filing error: Yes — must be corrected via amendment
When You Must Switch to Schedule 13D
If you no longer qualify to file on Schedule 13G, you must switch to Schedule 13D. This applies when:
A Passive Investor adopts an activist posture
A Passive Investor exceeds 20% ownership
A QII ceases to meet Rule 13d-1(b) requirements
In such cases, Schedule 13D must be filed within 5 calendar days of the triggering event.
Common Mistake
Many Passive Investors assume they only need to file annually.
Under the new rules, if you exceed 10% ownership — or experience a 5% change after doing so — you must file an amendment within two business days.
Let ACN Help You Stay Compliant — Without the Headache
These new rules introduce quarterly tracking and fast-turnaround obligations. Our Schedule 13G filing platform helps you:
Quickly generate and file amendments in just a few clicks
Submit directly to EDGAR using our self-serve platform
Not sure if you qualify?
We’ll review your holdings and let you know if you meet the filing threshold — free of charge.
Get in touch with our team to get started.
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.