An investor who beneficially owns more than 5 percent of a covered class of equity securities must publicly file either Schedule 13D or Schedule 13G. Beneficial ownership means having direct or indirect power to vote or dispose of the shares. A covered class is a class of equity securities registered under the Exchange Act.
The filing choice turns on intent and filer status. An investor with control intent, meaning a purpose to influence or change the issuer's management or control, files Schedule 13D. A Passive Investor owns shares without that purpose or effect. A Qualified Institutional Investor is an eligible institution, such as an investment adviser or bank, that acquired shares in the ordinary course and without control intent. An Exempt Investor is excused from Schedule 13D's initial filing requirement under SEC rules. These three filer groups use Schedule 13G.
Schedule 13D deadlines count business days, which exclude Saturdays, Sundays, and federal holidays. Schedule 13G uses both business-day deadlines and calendar-quarter deadlines. Calendar days count every day.
SEC release on the October 2023 amendments SEC beneficial ownership reporting fact sheet
Schedule 13D is the detailed filing for an investor with control intent after beneficial ownership rises above 5 percent. The initial filing is due within five business days. The SEC shortened that deadline from 10 days in its October 2023 amendments.
An amendment is an updated filing that reports a required change after the initial filing. A Schedule 13D amendment is due within two business days.
Schedule 13G is the shorter filing used by Exempt Investors and investors without control intent. Qualified Institutional Investors and Exempt Investors file within 45 days after the end of the calendar quarter in which ownership exceeds 5 percent. Passive Investors file within five business days.
All Schedule 13G filers amend within 45 days after the calendar quarter in which a material change occurred. A material change is one important enough to alter the information a reasonable reader would consider significant. Accelerated obligations apply to Qualified Institutional Investors and Passive Investors when ownership exceeds 10 percent or changes by 5 percent.
Compliance with the revised Schedule 13G deadlines has been required since September 30, 2024. Schedule 13D and Schedule 13G filings have been required in structured, machine-readable form since December 18, 2024.
Who files Schedule 13D and Schedule 13G, why they file, and the current deadlines
WhoBought tracks a subset of Schedule 13D and Schedule 13G filings, not complete market coverage. Per-stock pages show the filings WhoBought has, and every filing row links to the SEC EDGAR source.
Open a per-stock large shareholders section, such as Apple (AAPL), to see the available filings for that company.
Schedule 13D is for an investor with control intent. Schedule 13G is for Exempt Investors and qualifying investors without control intent, including Qualified Institutional Investors and Passive Investors.
An investor who beneficially owns more than 5 percent of a covered class of equity securities must publicly file one of the two schedules. Intent and filer status determine which schedule applies.
The initial Schedule 13D is due within five business days. An amendment is due within two business days.
Passive Investors file the initial Schedule 13G within five business days. Qualified Institutional Investors and Exempt Investors file within 45 days after the calendar quarter in which ownership exceeds 5 percent.
All Schedule 13G filers amend within 45 days after the calendar quarter in which a material change occurred. Qualified Institutional Investors and Passive Investors also face accelerated obligations after certain 10 percent and 5 percent ownership triggers.
No. WhoBought tracks a subset. A stock page shows the filings available for that company, and each filing row opens its SEC EDGAR source.
