Section 13 SEC reporting by advisers and brokers and Section 16 SEC reporting by “insiders” of public companies

Abstract

Purpose

To explain reporting requirements under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) that must be followed by advisers and brokers who exercise investment discretion over accounts that hold exchange‐traded equity securities, and to describe reporting requirements under Section 16 of the Exchange Act on certain persons considered “insiders” of a company that has a class of equity securities registered under Section 12 of the Exchange Act.

Design/methodology/approach

Describes the required reporting of significant acquisition and ownership positions on Schedules 13G and 13D, including the obligations of exempt investors, passive investors, and firms and their control persons; describes the required reporting of equity positions in managed portfolios of more than $100 million on Form 13F; and describes the reporting obligations of “insiders” (directors, officers, and principal stockholders) under Section 16 of the Exchange Act, including the content of Form 3 – Initial Statement of Beneficial Ownership of Securities, Form 4 – Statement of Changes of Beneficial Ownership of Securities, and Form 5 – Annual Statement of Beneficial Ownership of Securities.

Findings

Firms and their control persons managing discretionary accounts that hold more than 5 percent of an SEC‐reporting company's equity securities or manage discretionary accounts with market values of $100 million or more; institutional investment managers who exercise investment discretion over accounts with a fair market value of at least $100 million, and corporate insiders have significant reporting obligations under the Exchange Act.

Originality/value

Provides a clear, detailed reference concerning Section 13 and Section 16 Reporting Requirements.

Citation

Rosella, M.R. (2005), "Section 13 SEC reporting by advisers and brokers and Section 16 SEC reporting by “insiders” of public companies", Journal of Investment Compliance, Vol. 6 No. 4, pp. 4-12. https://doi.org/10.1108/15285810510681856