Schedule 13D

What is the 'Schedule 13D'

Schedule 13D is a form that must be filed with the SEC under Rule 13D. The form is required when a person or group acquires more than 5% of any class of a company's shares. This information must be disclosed within 10 days of the transaction. Rule 13D requires the beneficial owner to also disclose any other person who has voting power or the power to sell the security.

Schedule 13D is known as the beneficial ownership report.

BREAKING DOWN 'Schedule 13D'

 

Investors, for a number of reasons, may choose to purchase a large number of shares in a publicly held company. Activist investors attempting a hostile takeover; institutional investors who believe the stock may be undervalued; a firm that acquires a publicly traded company; a dissident contemplating a proxy contest; etc. are examples of investors that may buy a large interest in a company. When a person or group of persons acquire a significant ownership stake in a company, characterized by more than 5% of a voting class of publicly traded securities in a company, the Securities and Exchange Commission (SEC) requires the purchase to be disclosed through a form called Schedule 13D.

Once the disclosure has been filed with the SEC, the public company and the exchange(s) on which the company trades are notified of the new beneficial owner. Schedule 13D is a disclosure form that provides transparency to the public on who the large shareholders are and why they have taken a large percentage interest in the company. The form signifies to the public that a change of control, such as a hostile takeover or proxy fight, is about to take place. By disclosing this information, current shareholders in the company can make informed investing and voting decisions.

The obligation to file Schedule 13D lies with the beneficial owner – any person who directly or indirectly shares voting or investment power. This is because the target company might not know the person or people behind the huge stake in the firm. The beneficial owner must disclose his or her investment transaction through Schedule 13D within 10 days. Regardless of how high the accumulated stake is or how contentious the relationship between the shareholder and the company is, the shareholder must comply with the SEC in providing timely and accurate information about the acquired interests in the company.

Sections of Schedule 13D

Schedule 13D has seven sections ranging from the contact information of the beneficial owner to the reason for purchasing more than 5% of securities in the publicly held company. The seven sections are:

  1. Item 1. Security Issuer – name and address of the company including the type of security purchased are to be included in this section.
  2. Item 2. Identity and Background – this section includes information about the individual or about the directors, controlling persons, and executive officers of the acquiring company.
  3. Item 3. Source and Amount of Funds or Other Consideration – where the money is coming from and how the shares were acquired should be listed here. Example, the source of funds could be working capital or leverage, and the securities could have been obtained through privately negotiated back-to-back put and call options transactions.
  4. Item 4. Purpose of Transaction -  this is the most important section of Schedule 13D as it prepares investors for any change of control looming on the horizon. The beneficial owner may indicate that the purpose of conducting the transaction was because s/he believed the shares were undervalued in the marketplace and, hence, represented an attractive investment opportunity.
  5. Item 5. Interest in Securities of the Issuer – the number of shares acquired, and what this number represents as a percentage of the issuer’s outstanding shares are disclosed under this section.
  6. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer – the beneficial owner should include, if any, any agreement or relationship s/he has with any person with respect to the target company’s securities. For example, the person filing the disclosure report could state that s/he has a lock-up agreement with the issuer to not dispose of the acquired shares for a period of five years.
  7. Item 7. Material to be Filed as Exhibits – exhibits, such as letters to management signaling a hostage takeover, may be filed along with the form.

Any material changes to information filed in Schedule 13D must be disclosed to the SEC. A material change includes at least 1% increase or decrease in the percentage of the class of securities held by the investor. If a beneficial owner holds 7.5% of a class of securities in a company, he would be required to reflect a material change in the 13D Amendment form if his percentage interest decreases or increases by at least 1%. If his interest falls below 5%, he must make one final amendment, notifying the SEC of the change in his or her percent holdings.

You can find most companies' 13D filings in the SEC's EDGAR database. The database presents Form 13D as “SC 13D – General statement of acquisition of beneficial ownership.” Any amended form is denoted as SC 13D/A.