Instructions for 13D

Conformed to Federal Register version

17 CFR Parts 232 and 240
[Release Nos. 33-11253; 34-98704; File No. S7-06-22]
RIN 3235-AM93
Modernization of Beneficial Ownership Reporting

SUMMARY: The Securities and Exchange Commission (“Commission”) is adopting amendments to certain rules that govern beneficial ownership reporting. The amendments generally shorten the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. The amendments also clarify the disclosure requirements of Schedule 13D with respect to derivative securities. 1We also are expanding the timeframe within a given business day by which Schedules 13D and 13G must be filed, and separately requiring that Schedule 13D and 13G filings be made using a structured, machine-readable data language. Further, we discuss how, under the current rules, an investor’s use of a cash-settled derivative security may result in the person being treated as a beneficial owner of the class of the reference equity security. We also are providing guidance on the application of the current legal standard found in section 13(d)(3) and 13(g)(3) of the Securities Exchange Act of 1934 to certain common types of shareholder engagement activities. Finally, we are making certain technical revisions

The amendments are effective on February 5, 2024.
Compliance dates: See section II.G.


Nicholas Panos, Senior Special Counsel, and Valian Afshar, Senior Special Counsel, Division of Corporation Finance, at (202) 551-3440, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.


We are adopting amendments to 17 CFR 240.13d-1 (“Rule 13d-1”), 17 CFR 240.13d-2 (“Rule 13d-2”), 17 CFR 240.13d-3 (“Rule 13d-3”), 17 CFR 240.13d-5 (“Rule 13d-5”), 17 CFR 240.13d-6 (“Rule 13d-6”), 17 CFR 240.13d-101 (“Rule 13d-101”), and 17 CFR 240.13d-102 (“Rule 13d-102”) under the Securities Exchange Act of 1934 [15 U.S.C. 78a et seq.] (“Exchange Act”).1 We also are adopting amendments to 17 CFR 232.13 (“Rule 13 of Regulation S-T”) and 17 CFR 232.201 (“Rule 201 of Regulation S-T”) under 17 CFR part 232 (“Regulation S-T”).2 In addition, we are rescinding 17 CFR 240.13d-7 (“Rule 13d-7”).

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