Acquiring $100 million or more in publicly traded equity securities

Section 13(f) of the 1934 Act requires institutional investment managers with investment discretion over $100 million or more in certain publicly traded equity securities (“Section 13(f) securities”) to disclose their holdings on Form 13F.  Form 13F requires disclosure of the names of institutional investment managers, the names of the securities they manage and the class of securities, the CUSIP number, the number of shares owned, and the total market value of each security.

Form 13F must be filed within 45 days of the end of the year in which the institutional investment manager first meets the $100 million threshold and thereafter within 45 days of the end of each calendar quarter. The obligation to file Form 13F continues for three calendar quarters after the institutional investment manager no longer has investment discretion over $100 million or more of Section 13(f) securities. The official list of Section 13(f) securities is available at the SEC’s website.

The SEC’s Division of Investment Management has published a list of frequently asked questions to provide additional guidance to Form 13F filers.