Certain of the new rules governing beneficial ownership reporting on Schedule 13D and 13G take effect on Monday, February 5, 2024. Please refer to our Client Alert discussing in detail the new rules. The new filing deadlines that you should begin to take into consideration with respect to your ongoing securities acquisition programs are as follows:
- Beginning February 5, the filing deadline for an initial Schedule 13D will be five business days (from ten calendar days) after crossing 5% or losing eligibility to report on Schedule 13G, such as following a change in investment intent or crossing 20%;
- Beginning February 5, the filing deadline for any required amendments to a Schedule 13D will be two business days after the date on which a “material” change occurs;
- Beginning February 5, Schedules 13D and 13G can be filed up to 10:00 pm Eastern Time on a given business day, as opposed to the current 5:30 pm Eastern Time filing cut-off time for EDGAR;
- Compliance with the revised Schedule 13G filing deadlines will not be required before September 30, 2024; and
- Use of structured data requirements for Schedules 13D and 13G will be required beginning December 18, 2024.
Please contact the Olshan attorney with whom you regularly work or one of the attorneys below if you would like to discuss further or have questions.
This publication is issued by Olshan Frome Wolosky LLP for informational purposes only and does not constitute legal advice or establish an attorney-client relationship. In some jurisdictions, this publication may be considered attorney advertising.
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