INVESTMENT ADVISER LAW BLOG

The SEC today proposed the first update to the threshold for Form 13F reporting since adoption of the Form over 40 years ago. The proposal would relieve most investment managers from their current Form 13F filing burdens.

Exchange Act Section 13(f) currently requires reporting on Form 13F by investment managers with investment discretion over accounts holding certain equity securities (“13(f) securities”) with an aggregate fair market value on the last trading day of a month of at least $100 million. 

Since its adoption, the $100 million threshold for filing Form 13F has not been adjusted to reflect the growth in the overall value of U.S. public corporate equities — an increase from $1.1 trillion to $35.6 trillion according to the SEC. Accordingly, the proposal would raise the reporting threshold to $3.5 billion.

Under the proposal, Form 13F would still cover “over 90% of the dollar value of the holdings data currently reported while eliminating the Form 13F filing requirement and its attendant costs for the nearly 90% of filers that are smaller managers.”

The proposal also includes reviews of the reporting threshold every five years to consider adjustments.

The SEC proposal will be open for a 60-day comment period following its publication in the Federal Register.

SEC Press Release (July 10, 2020)

SEC Proposed Rule

SEC Frequently Asked Questions About Form 13F