Frequently Asked Questions
Form 13F, Form SH, Schedule 13D, Schedule 13G and Form N-PX

Section 13(f) of the 1934 Act requires institutional investment managers with investment discretion over $100 million or more of certain equity securities to file quarterly reports disclosing their holdings. The quarterly reports are filed on the so called Form 13F.

According to the SEC, “the purpose of this disclosure requirement is to collect and disseminate to the public information about the holdings and investment activities of institutional money managers in order to assist investors, issuers and government regulators.” (In the Matter of Quattro Capital Management, LLC, August 15, 2007)

In the Quattro release, the SEC also stated the goal of Section 13(f) is to create a central depository of historical and current data about the investment activities of institutional investment managers. The information is gathered to assist investors and government regulators. Such information is valuable to the SEC because it allows the SEC to analyze the influence and impact of institutional investment managers on the securities markets. The SEC can use the information to determine changes in public policy and the implications of the influence institutional investment managers can have.

According to the instructions on Form 13F, “the purpose of Form 13F is to provide a reporting and disclosure system to collect specific information and to disseminate such information to the public about the holdings of institutional investment managers who exercise investment discretion over certain accounts of equity securities … (generally, exchange traded or NASDAQ-quoted securities) having, in the aggregate, a fair market value of at least $100,000,000. [The SEC] believe[s] that investors will find Form 13F report information useful in tracking institutional investor holdings in their investments and that issuers, too, will find detail as to institutional investor holdings useful because much of their shareholder list may reflect holdings in ‘street name’ rather than beneficial ownership.”

An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. The term also includes an entity that exercises investment discretion over accounts owned by any other natural person or entity.

Some examples of institutional investment managers include registered investment advisors, banks, broker/dealers and insurance companies. However, the definition is not limited to registered entities. It includes corporations and pension funds that manage their own investment portfolios. It also includes investment advisors to hedge funds and other private investment advisors.

A natural person who exercises investment discretion over his or her own account is not an institutional investment manager.

Form 13F must be filed within 45 days of the end of each calendar quarter. The initial report must be filed within 45 days of the end of the first calendar year in which the institutional investment manager exceeds the $100 million threshold on the last trading day of any month during any calendar year. For example if an institutional investment manager exceeds the $100 million of 13F securities for the first time as of the last trading day in July 2023, the firm will need to submit its first report no later than 45 days after December 31, 2023. The firm must then file subsequent reports within 45 days of the end of each calendar quarter.

A registered investment advisor that exercises investment discretion over client accounts will generally meet the definition of institutional investment manager. If the registered investment advisor exercises investment discretion over accounts that buy or sell Section 13(f) securities and the aggregation of 13(f) securities totals at least $100 million, the registered investment advisor will need to begin filing Form 13F.

Form 13F can be viewed through the SEC’s website.

Not necessarily. Form 13F will only contain a listing of Section 13(f) securities as determined by the SEC. In fact, smaller holdings of Section 13(f) securities that meet the SEC’s de minimus reporting standards do not need to be reported.

The most current listing of Section 13(f) securities can be viewed through the SEC’s website. An institutional investment manager must visit this site every quarter to view the most current listing of Section 13(f) securities.

The SEC has posted its own set of FAQ’s located at http://www.sec.gov/divisions/investment/13ffaq.htm.

An investment adviser must file a Schedule 13D when it acquires beneficial ownership of more than 5% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

When evaluating whether the investment adviser is a beneficial owner, two key criteria must be considered:

1. Voting power – Does the adviser have or share the power to vote, or direct the voting of, the securities?

2. Investment power – Does the adviser have or share the power to dispose of, or direct the disposition of, the securities?

If the investment adviser is deemed to have beneficial ownership of more than 5% of a covered class, and does not qualify to report on Schedule 13G, it must file a Schedule 13D within five business days of crossing the 5% threshold.

Once a Schedule 13D has been filed, it must be amended promptly upon the occurrence of any material change in the facts previously reported, including changes in ownership of 1% or more.

Investment advisers who meet certain conditions (such as being passive investors or qualified institutional investors) may be eligible to file the shorter-form Schedule 13G instead. See our related FAQ on Schedule 13G for details.

Schedule 13G is a shorter and less burdensome alternative to Schedule 13D. It is designed for investors who do not intend to influence or control the issuer, including certain investment advisers, broker-dealers, banks, and other institutional investors.

Under SEC Rule 13d-1, there are three categories of Schedule 13G filers:

1. Qualified Institutional Investors (QIIs) – Includes registered investment advisers, banks, broker-dealers, insurance companies, and other institutional entities that acquire securities in the ordinary course of business and without intent to control the issuer.

2. Passive Investors – Individuals or entities that beneficially own more than 5% but less than 20% of a class of equity securities, do not fall within the QII definition, and certify that they have no intent to influence control.

3. Exempt Investors – Investors whose acquisitions are otherwise exempt under Section 13(d) (e.g., pre-Exchange Act holdings or other exemptions).

To use Schedule 13G, the investment adviser must meet the criteria for one of these categories. If not, the adviser must file a Schedule 13D instead. (See our related FAQ on Schedule 13D filing requirements.)

Schedule 13G Filing Deadlines (as amended in 2024)

• QIIs must file an initial Schedule 13G within 45 days after the end of the calendar quarter in which they exceed 5% beneficial ownership.

• Passive Investors must file within five business days of crossing the 5% threshold.

• Exempt Investors must file within 45 days after the end of the calendar year in which they hold more than 5%.

Amendment Requirements

• All Schedule 13G filers must file an amendment within 45 days after the end of each calendar quarter if there are any material changes in the information previously reported.

• If beneficial ownership exceeds 10%, a QII or Passive Investor must file an amendment within five business days.

• Thereafter, additional amendments must be filed within five business days after any increase or decrease of 5% or more in beneficial ownership.

Investment advisers relying on Schedule 13G should closely monitor their holdings and intent to ensure continued eligibility. If circumstances change—such as acquiring control influence or increasing ownership beyond 20%—a Schedule 13D may be required.

Under Section 13(h), Form 13H must be filed by any organization that is considered a “large trader”. A registered investment adviser qualifies as a “large trader” when the adviser has discretionary authority over one or more accounts that purchase or sell any exchange-listed security in an aggregate amount equal to or greater than 2 million shares or $20 million in a calendar day, or 20 million shares or $200 million in a calendar month.

If a registered investment adviser places trades that meet the amounts listed above, it must file Form 13H within 10 days of qualifying as a large trader. Form 13H must then be re-filed annually and updated whenever changes occur.

Upon the initial filing of the Form 13H, the SEC will assign a large trader identification number (“LTID”), which the investment adviser must disclose to all broker-dealers effecting transactions on its behalf, along with a list of all accounts at that broker-dealer to which the LTID applies. SEC-registered investment advisers who have been advised by a broker-dealer that they meet the definition of a large trader, but were unaware of such status, should immediately review their trading activity and compliance policies and procedures to ensure compliance with Rule 13h-1.

In December 2020, the SEC released a Risk Alert about its assessment of the compliance practices of SEC-registered investment advisers and broker dealers with regard to Rule 13h-1 and Form 13H. RIA Compliance Consultants encourages all SEC-registered investment advisers to review and update their compliance policies and procedures to ensure compliance with Rule 13h-1.  Click here to read the SEC’s Risk Alert for Large Trader Obligations.

The forms must be filed electronically using the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.

As of September 15, 2025, the SEC requires investment adviser firms and other EDGAR filers to access the EDGAR system using the new EDGAR Next platform.

To file reports such as Form 13F, Schedule 13D, Schedule 13G or Form N-PX, an investment adviser firm must:

• Establish an EDGAR account under the new EDGAR Next system. This requires:

  • Creating Login.gov accounts for at least two designated Account Administrators at your firm.

  • Each Administrator must complete multi-factor authentication (MFA) and verify their identity.

  • The firm must link its Central Index Key (CIK) to the EDGAR Next dashboard.

• Prepare the filing in EDGAR-compatible format in accordance with SEC technical specifications.

• File through the EDGAR Next dashboard or via an approved filing agent. Access rights must be delegated explicitly to any outside service provider through the EDGAR Next dashboard—shared CCC credentials are no longer allowed.

If your investment adviser firm is required to file Form 13F, the U.S. Securities and Exchange Commission (“SEC”) also requires your firm—subject to limited exceptions—to file an annual report on Form N-PX by August 31 each year.

Form N-PX must cover the most recent 12-month period ending June 30 and include disclosures regarding:

• How the firm voted proxies on executive compensation matters (“say-on-pay”), and

• Any other proxy votes cast, if the firm chooses to voluntarily disclose its broader voting record.

Even if your firm does not vote proxies during the reporting period, it is still required to file Form N-PX and affirmatively report that no proxy voting occurred.

If your firm is not required to file Form 13F—typically because it does not exercise investment discretion over $100 million or more in 13F securities—then your firm is not required to file Form N-PX.

13F – Checklist for Filing via Securex

WSP/CoE Section Update – Section 13 Filings

SEC Proposed Changes to Form 13F for Institutional Investment Managers (08/03/20)

Recorded Webinar : Conducting an Annual Compliance Review – Session 9 – Fees & Custody, Form 13F Filings, Private Funds

Recorded Webinar: Filing Form 13F