October 24, 2021

Volume XI, Number 297

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October 22, 2021

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SEC Proposes Updated Form 13F Reporting Threshold for Institutional Investment Managers

On July 10, 2020, the SEC proposed rule amendments that, among other things, would raise the Form 13F reporting threshold for institutional investment managers from $100 million to $3.5 billion. Form 13F is filed by those institutional investment managers that exercise investment discretion with respect to accounts holding certain equity securities having an aggregate fair market value on the last trading day of any month of $100 million or more. The SEC staff intends on reviewing the Form 13F reporting threshold every five years to determine whether it continues to be appropriate.

In addition to raising the reporting threshold, the proposed rule:

  • eliminates the omission threshold for individual securities on Form 13F, such that managers may no longer omit from reporting certain de minimis holdings based on number of shares or market value—i.e., requiring managers meeting the increased reporting threshold to report all holdings, regardless of size;

  • requires a filer to include its CRD number and SEC filing number, if any, on Form 13F;

  • makes certain technical amendments consistent with the SEC’s existing XML data format; and

  • modifies the standard applied to requests for confidential treatment of information disclosed on Form 13F.

Comments to the proposed rule must be received by the SEC on or before September 29, 2020.

The SEC’s proposing release is available here.

© 2021 Vedder PriceNational Law Review, Volume X, Number 253
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About this Author

John Marten Investment Attorney Vedder Price Law FIrm
Shareholder

John S. Marten, a Shareholder in the Chicago office of Vedder Price, has substantial experience representing clients in the investment management industry.

As a member of the firm’s Investment Services group, Mr. Marten counsels clients on a wide variety of matters involving the application of the federal securities laws to investment companies, investment advisers and broker-dealers. He has significant experience counseling investment company clients with respect to new products and was recently involved in the creation of two mutual funds...

(312) 609 7753
Nathaniel Segal Investment Attorney Vedder Price Law Firm
Counsel

Nathaniel Segal is counsel at Vedder Price and a member of the Investment Services group. He focuses his practice on investment companies and investment advisers in connection with the organization and operation of investment products and services, including traditional mutual funds, closed-end investment companies (including interval funds and listed closed-end funds), variable insurance products and registered hedge funds, as well as mutual funds utilizing complex hedging and absolute return strategies. Mr. Segal has experience in conducting transactional due diligence...

(312) 609 7747
Jacob Tiedt,Vedder Price law firm investment services attorney
Shareholder

Jacob C. Tiedt is a Shareholder at Vedder Price and a member of the Investment Services group.

Mr. Tiedt’s practice includes the representation of registered mutual funds, closed-end funds and exchange-traded funds; private funds; investment advisers; and other financial institutions on a broad range of regulatory, governance and compliance matters. Mr. Tiedt regularly counsels clients on matters relating to SEC registration, disclosure and compliance; shareholder solicitation; NYSE, Nasdaq and FINRA regulation; corporate governance; and board administration. Mr....

312-609-7697
Adam Goldman Investment Attorney Vedder Price
Associate

Adam S. Goldman is an Associate in the Chicago office of Vedder Price and a member of the firm’s Investment Services practice group.

Prior to joining Vedder Price, Mr. Goldman practiced at a boutique financial services firm, representing broker-dealers, investment advisers, commodity pool operators, private equity funds, and other investment services clients in transactional, litigation, and compliance matters. Mr. Goldman also counseled public companies on required filings under the 1933 and 1934 Acts and other regulatory issues.

While in law school, Mr. Goldman competed in...

312 609 7731
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