The proposed amendments would:

• consider holders of certain cash-settled derivative securities as beneficial owners of the reference equity securities and clarify the disclosure requirements of Schedule 13D with respect to derivative securities;
• update the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G;
• clarify and affirm the operation of the regulation as applied to two or more persons that form a group under the Securities Exchange Act of 1934, and provide new exemptions to permit such persons to communicate and consult with each other, jointly engage issuers, and execute certain transactions without being subject to regulation as a group;
• amend provisions regarding the date on which Schedules 13D and 13G filings are considered to have been made; and
• require that Schedules 13D and 13G be filed using a structured, machine-readable data language.

To facilitate adjusting to the shortened deadlines, the proposed amendments would extend the filing cut-off times for Schedules 13D and 13G from 5:30 p.m. to 10:00 p.m. Eastern time.

Further details on the proposed rules and amendments is available on the SEC’s Modernization of Beneficial Ownership Reporting fact sheet on sec.gov. For more information, contact Nicholas Panos, Senior Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549.

The public may submit feedback during the comment period which will remain open for 30 days after publication in the Federal Register. For additional information on the proposal’s comment period and instructions on how to respond, see the Proposed Rule on sec.gov. The proposal will be published on the SEC’s website and in the Federal Register.

Sources:

SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting (sec.gov)