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
Sidley Austin LLP provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship.
Attorney Advertising - For purposes of compliance with New York State Bar rules, our headquarters are Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, 212.839.5300; One South Dearborn, Chicago, IL 60603, 312.853.7000; and 1501 K Street, N.W., Washington, D.C. 20005, 202.736.8000.