On July 10, 2020, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 13f-1 under the Securities Exchange Act of 1934 (Exchange Act) and Form 13F (Proposed Amendments) that, among other things, would increase the filing threshold from $100 million to $3.5 billion.1
Currently, under Section 13(f) of the Exchange Act, institutional investment managers2 who exercise investment discretion over accounts holding certain U.S. equity securities having an aggregate fair market value of at least $100 million generally are required to file quarterly Form 13F reports. The Proposed Amendments would significantly increase this reporting threshold from $100 million to $3.5 billon. In addition, the Proposed Amendments include the following other proposed changes to Rule 13f-1 and Form 13F and directives:
- directing the staff to review the Form 13F reporting threshold every five years and recommend an appropriate adjustment, if any
- removing the ability of managers that exceed the increased threshold to omit certain small positions from Form 13F3
- requiring the reporting of certain numerical identifiers on Form 13F4
- updating the confidential treatment instructions to conform to the standard articulated in a recent decision by the U.S. Supreme Court5
- certain other technical changes to Form 13F6
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