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By Darren DeStefano from global law firm Cooley LLP.
Venture and private equity funds and other investors that own equity securities of public companies may have numerous Securities and Exchange Commission (SEC) filing requirements - including filings based on the size of the holdings of a particular portfolio company, aggregate holdings of securities across all public portfolio companies, and filings triggered by the volume of sales and purchases of portfolio company equity securities.
Many of these filing requirements are annual or quarterly, and the rules regarding certain of these filings, including the filing deadlines, have recently changed. An overview of the potential near-term filing requirements for funds, which reflects these recent rule changes, follows.
Schedule 13G
Funds - including their general partners and, in some cases, managing principals - that hold in excess of 5% of a class of public equity generally must file a Schedule 13G to publicly report their beneficial ownership of the portfolio company's securities. In most instances, the initial filing is due within 45 days of the end of the quarter in which the fund's ownership first exceeds 5%, including as a result of a portfolio company's initial public offering (IPO). Additionally, any fund that has previously filed a Schedule 13G with respect to a portfolio company must file a quarterly amendment to its Schedule 13G within 45 days of quarter-end if there have been mate...................... To view our full article Click here
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