What Is Schedule 13G?

The Securities and Exchange Commission (SEC) Schedule 13G is similar to the SEC Schedule 13D and used to report a party's ownership of stock which exceeds 5% of a company's total stock issue. These and other SEC forms provide information from individuals who hold significant portions in a publicly-traded company and allows investors and other interested parties make informed decisions.

Schedule 13G is shorter in length than the 13D form and requires less information from the filing party. The ownership of over 5% of a publicly-traded stock is significant ownership and, reporting to the public is a requirement.

Investors and other interested parties can view Schedule 13Gs of any publicly-traded company through the SEC's EDGAR system.

Requirements of Schedule 13G

To file SEC Schedule 13G instead of SEC Schedule 13D, the individual must own between 5% and 20% of a company's stock. Also, they may only be a passive investor, without an intention to exert control over the company. If the individual does not meet these criteria, and the size of the stake exceeds 20%, the individual must complete and file Form 13D.

Any investor with a stake of 20% or more, must automatically file 13D, regardless of whether they intend to exert control or not. Institutional investors may be subject to stricter requirements than individual investors. These institutional investor requirements may include certifications that the investors acquired the shares as part of normal business operations, as well as confirming they bear no intent to exert control over the company’s operations.

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Schedule 13G

13G and 5% Owners

There are other instances where a person may use the Schedule 13G. A person may use 13G in situations where the security holder owns over 5% equity in a company, whenever an SEC Form 10 was recently registered. They may also fill Schedule 13G when they acquired no other securities in that class. In this situation, the securities holder is not required to declare that the shares came into their possession without their intent to effect change. If any additional acquisitions happened after filing SEC Form 10, then they must complete a Schedule 13D.

Also, if the individual has any pertinent information changes, they have 45 days after the closing of the calendar year, to amend the information.

Beneficiaries and 13G Requirements

The only SEC expectation on filing a Schedule 13G is if an individual acquires the securities by becoming a beneficiary and, through this process obtained the possession of a 10% or higher stake, or an increase of over 5%.

When an individual acquires beneficial ownership of a 5% to 20% stake of a particular stock, that individual must file either Schedule 13D or 13G within 10 days of the acquisition. If multiple parties obtain ownership over the same securities, they may file jointly, providing all parties involved are eligible to submit on the specified schedule. The proper identification of all parties and timely filing is a requirement. Also, the group may file jointly or as individuals.

Key Takeaways

  • Schedule 13G, along with Schedule 13D, reports holdings of more than 5% of a publicly-traded company's stock.
  • Schedule 13G is shorter in length than the 13D, and requires less information from the filer.
  • Large shareholders may try to exert control over a company's decisions.
  • Owners who acquired shares as beneficiaries must hold 10% before filing is required.
  • A 20% ownership of stock requires the mandatory filing of a Schedule 13D.

Real World Example

During the filing of Schedule 13G, an individual must classify their reporting type. These reporting classes include broker-dealer, investment advisor, employee benefit plan, church plan, partnership, individual and many more. When a group is completing the form, they must show the percentage held by each rounded to the nearest tenth. The group must further specify the number of shares the individual has the right to vote or direction of disposition over.

The SEC may refer the reported information to other government agencies, authorities and self-regulatory organizations (SROs).