Section 13(f) of the Securities Exchange Act of 1934 requires institutional investment managers with investment discretion over $100 million or more of certain equity securities to file quarterly reports disclosing their holdings using Form 13F. For purpose of Form 13F, an “institutional investment manager” is an entity that either invests in or buys and sells, securities for its own account or exercises investment discretion over accounts owned by any other natural person or entity.
The initial report must be filed within 45 days of the end of the first year in which an institutional investment manager exceeds the $100 million thresholds. Thereafter, Form 13F must be filed within 45 days of the end of each subsequent calendar quarter. Accordingly, managers that exceeded the $100 million thresholds as of the last trading day of any month during 2011 are required to make their initial Form 13F filing no later than February 14, 2012, and should be submitted through the EDGAR database.
According to the SEC, the purpose of Form 13F is to collect and disseminate to the public information about the holdings and investment activities 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 current Official List of Section 13(f) Securities can be viewed through the SEC’s website. Institutional investment managers should review the list every quarter to determine whether Form 13F filings are required.
The SEC has published a set of Frequently Asked Questions About Form 13F that is updated periodically. For additional information, contact us at (619) 278-0020 to schedule a consultation.