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Question on 13G filing and 13-F


Munger_Disciple
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I am tracking the portfolio of an institutional investor who files 13-F quarterly. This institution filed a 13G in June 2018 when they exceeded 5% ownership of a company stock. The 13-F for Q2-2018 reflects this 5%+ position. They recently filed a 13-F for Q3-2018 which shows significantly reduced ownership of the company well below 5% of the company stock. But I do not see an amended 13G filing which reflects the under 5% stock position.

 

I am confused by this and a possible explanation from board members is greatly appreciated. Thanks in advance.

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I am tracking the portfolio of an institutional investor who files 13-F quarterly. This institution filed a 13G in June 2018 when they exceeded 5% ownership of a company stock. The 13-F for Q2-2018 reflects this 5%+ position. They recently filed a 13-F for Q3-2018 which shows significantly reduced ownership of the company well below 5% of the company stock. But I do not see an amended 13G filing which reflects the under 5% stock position.

 

I am confused by this and a possible explanation from board members is greatly appreciated. Thanks in advance.

 

If I recall correctly, 13Gs only have to be updated once a year unless the ownership changes more than 500 basis points.

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I think you are right maybe4less. Here is an explanation from Interactive Brokers:

 

Amendment Requirements for 13G Filers

 

Qualified institutional investors, including investment advisors registered with the SEC or a state, must amend their Schedule 13G within 10 days after the end of the first time their "beneficial ownership" exceeds 10% of the class of equity securities at month end.

 

After that, qualified institutional investors must amend their Schedule 13G within 10 days from when their "beneficial ownership" increases or decreases by more than 5% of the class of securities over the amount held at the previous month end.

 

Qualified institutional investors must also file a Schedule 13D within 10 calendar days after they cease being eligible to file a Schedule 13G rather than a Schedule 13D.

 

In addition, passive investors beneficially owning less than 20% of an equity security must amend their Schedule 13G promptly, within two business days, after acquiring beneficial ownership of more than 10% of the class of equity securities, and after that, within two business days of increasing or decreasing their ownership by more than 5%.

 

You must also file an annual amendment to the 13G if there have been any changes - immaterial or material - to your filed 13G. This must be done within 45 days of year end. You do not need to file an amendment if there have been no changes to the information filed or if the only change is to the percentage of securities owned resulting solely from a change in the number of shares outstanding.

 

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