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Schedule 13D and 13G
Also called: 13D, 13G, SC 13D, SC 13G, beneficial ownership report, activist filing
The reports anyone who acquires more than 5% of a company’s voting stock must file: 13D for activists and would-be controllers, the shorter 13G for passive investors.
Explanation
Crossing 5% of a registered class of voting equity triggers a filing. Schedule 13D is the long form, due within five business days, and must state the purpose of the investment (Item 4): plans for board seats, a sale of the company or other changes. Material changes require an amendment within two business days.
Schedule 13G is the short form for investors without control intent. Qualified institutions, such as banks, broker-dealers, insurers and registered funds and advisers, file within 45 days after the end of the quarter in which they crossed 5%; other passive investors, who must stay under 20%, file within five business days. These deadlines took effect in 2024, replacing longer ones.
A switch from 13G to 13D means a holder has decided to push for change. A new 13G from an unfamiliar fund at a micro-cap often means it received shares or warrants in a recent financing.
Why it matters
These filings show who controls the shareholder base and whether anyone intends to use that control, which matters for takeovers, proxy fights and how much stock might come up for sale.
How Equity Dictionary measures it
Schedule 13D and 13G filings are listed with each company’s ownership data, newest first, with 13D filers marked as activists, alongside its institutional holders and how their positions changed.
Related terms
- Form 4: The filing in which a company’s officers, directors and 10%-plus shareholders report their trades in its stock, due within two business days.
- Pre-funded warrants: Warrants sold for almost the full share price up front, leaving a nominal exercise price such as $0.0001, used in place of shares for buyers near an ownership limit.
- Public float: The market value of shares held by non-affiliates, meaning everyone except officers, directors and controlling holders: the SEC’s yardstick for company size.
- Short interest: The number of a company’s shares that have been sold short and not yet bought back, usually shown as a percentage of the float.
Plain-English summary for research; not legal or investment advice.