Schedule 13G is the short-form alternative to Schedule 13D for holders of more than 5% of a class of a company's registered voting shares who do not intend to influence control of the company. It is available to:
- qualified institutional investors, such as banks, broker-dealers, insurers and registered investment advisers, holding in the ordinary course of business;
- passive investors holding less than 20%;
- certain holders who are exempt from 13D, for example those who owned their shares before the company registered them.
When it is due
Deadlines are longer than for a 13D and depend on the type of holder. Passive investors file within five business days of crossing 5%. Qualified institutions and exempt investors file within 45 days after the end of the calendar quarter in which they crossed it, and update after each quarter in which the holding changes materially.
Reading it
A 13G says that a large holder exists and how much it holds. It says little about why. If a 13G filer decides to seek influence, it must switch to a 13D. The form type appears as SCHEDULE 13G on newer filings and SC 13G on older ones.