When Do You Have to File Schedule 13G?
Filing Schedule 13G in 2024? Here's what you need to know about the new SEC deadlines, filer types, and amendment rules.
If you beneficially own 5% or more of a public company’s voting equity securities, you may be required to file Schedule 13G — and as of September 30, 2024, the deadlines are faster and stricter than ever.
This guide will help you determine:
Whether you’re required to file
Which 13G filing category applies to you
What the current deadlines and amendment rules are
Do You Need to File Schedule 13G?
You may need to file if you:
Beneficially own more than 5% of a class of voting equity securities registered under Section 12 of the Exchange Act, and
Qualify to file Schedule 13G instead of Schedule 13D
The SEC recognizes three types of 13G filers:
Qualified Institutional Investors (QIIs) – Registered advisers, banks, insurance companies, brokers, investment companies, etc.
Passive Investors – Entities or individuals who exceed 5% ownership but do not seek to acquire or influence control over the issuer. This typically applies to investors holding between 5% and 20% without activist intent.
Exempt Investors – Typically investors who acquired securities before registration or who qualify under Rule 13d-1(d)
If you don’t fall into one of these categories, you likely need to file Schedule 13D instead.
Initial Filing Deadlines (Effective September 30, 2024)
The deadline for your initial Schedule 13G filing depends on your classification as an investor. Qualified Institutional Investors (QIIs) and Exempt Investors both have 45 days after the end of the quarter in which they exceed the 5% ownership threshold to file their initial reports. Passive Investors, however, face a much tighter deadline and must file within just 5 business days after crossing the 5% ownership mark.
When You Must Amend Your Schedule 13G
You're required to amend your Schedule 13G filing whenever there's a material change in the information you previously reported. These material changes include shifts in beneficial ownership, changes in your investment intent, or modifications to your filer type classification.
The amendment deadlines vary significantly based on your investor classification and ownership level. QIIs and Exempt Investors must file amendments within 45 days after the quarter-end in which the material change occurred. Passive Investors who own less than 10% follow the same quarterly amendment schedule, with amendments due 45 days after quarter-end.
However, the rules become more stringent for larger ownership positions. All beneficial owners holding 10% or more of a company's shares face accelerated reporting requirements and must file amendments within 5 business days after the month-end in which any ownership change of 5% or more occurs.
Watch for the 10% Threshold
Crossing 10% beneficial ownership introduces faster amendment rules — regardless of your original filer type:
You must amend within 5 business days of the end of the month in which you exceed 10%
After that, any 5% or greater change from your last report requires another amendment within 5 business days of month-end
Common Pitfalls to Avoid
Confusing QII vs. Passive status — your deadline could be off by weeks
Assuming “passive” means no filing is required — it almost always is
Missing month-end amendment triggers after crossing 10%
Relying on outdated 10-day deadlines
Let ACN Help You Stay Compliant — Without the Headache
Our online Schedule 13G filing platform makes it easy for investment managers to meet the new SEC deadlines — without having to navigate the EDGAR system on their own.
With ACN’s self-service solution, you can:
Quickly generate a complete Schedule 13G using guided templates
Prepare and file amendment reports in just a few clicks when ownership changes
Submit your Schedule 13G filings directly to EDGAR using the app
Get help fast if you get stuck — our team is here to support you
Not sure if you’re required to file?
We’ll analyze your holdings and identify whether you crossed the 5% 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.