Earlier this year, the SEC proposed comprehensive changes to the beneficial ownership reporting regime under Section 13(d) of the Securities Exchange Act of 1934 and Regulation S‑T. The proposed amendments would dramatically shorten the filing deadlines for Schedules 13D and 13G and associated amendments; require inclusion of certain cash-settled derivatives in calculating whether a beneficial owner meets the reporting thresholds; and tighten the circumstances under which two or more persons will be deemed a group for reporting purposes under the disclosure regime. This two-part series details the proposed changes, with commentary from Schulte Roth partners Eleazer Klein and Adriana Schwartz. This first article analyzes the proposed changes to various filing deadlines and the SEC’s rationale for the changes. The second article
will outline the proposed amendments to Rules 13d‑3, 13d‑5 and 13d‑6. For coverage of other recent SEC rulemaking, see “Proposed Private Fund Rules: Overview of the Proposal and the Importance of Industry Comments
” (Mar. 17, 2022); as well as our two-part series on the proposed Form PF amendments: “Prompt Reporting of Certain Stress Events and Enhanced Reporting by Large Liquidity Fund Advisers
” (Mar. 3, 2022); and “Practical Impact on Fund Managers and Reasons for Industry Backlash
” (Mar. 10, 2022).