Steve Wolosky, Andrew Freedman, and Ron Berenblat are partners at Olshan Frome Wolosky LLP. This post is based on their Olshan memorandum.
On July 10, 2020, the Securities and Exchange Commission (“SEC”) announced that it has proposed amendments to the Form 13F filing requirements to raise the reporting threshold from $100 million to $3.5 billion and to make other changes.
Adopted pursuant to a 1975 statutory directive to the SEC, Section 13(f) of the Securities Exchange Act of 1934 requires institutional investment managers (“managers”) to file Forms 13F with the SEC if they exercise investment discretion with respect to specified publicly traded equity securities (“13(f) securities”) having an aggregate market value of at least $100 million as of the last trading day of any month of any calendar year. Managers who trigger this $100 million threshold must file Forms 13F with the SEC disclosing their 13(f) securities positions as of the last day of the year in which they triggered the threshold and as of the last day of the first three calendar quarters of the subsequent year.
