Filing the right forms at the right time with the Securities and Exchange Commission (SEC) – or state regulators – is a major component of any firm’s compliance process. While all registered advisers are required to file a Form ADV, some advisers and broker-dealers have additional filing requirements depending on their business practices and assets under management (AUM).
Namely, some larger traders are required to file a Form 13F with the SEC. If you aren’t yet familiar with this form, here are 7 of the most frequently asked questions and answers about Form 13F filings!
7 FAQs about Form 13F
Filing the right forms at the right time with the SEC can be challenging, but we’ve made it easy for you. Here are 7, frequently asked questions about Form 13F – and we answered them:
1. What is Form 13F?
Initially introduced in 1975, the Form 13F is a tool used by the SEC to provide greater oversight of larger institutional investors and increase transparency. It’s a required quarterly form for qualifying institutional investment managers.
2. Who has to file Form 13F?
Institutional investment managers who exercise investment discretion over $100 million or more in Section 13(f) securities are required to submit Form 13F. The term “institutional investment manager” can refer to any entity that “invests in, or buys and sells, securities for its own account” or a person or entity that invests on behalf of another person or entity.
Institutional investment managers include:
- Investment advisers
- Banks
- Insurance companies
- Broker-dealers
- Pension funds
- Corporations
According to the ruling, qualifying institutional investment managers must submit four Form 13F filings if they surpass the $100 million filing threshold “on the last trading day of the month during any calendar year.”
3. When should you file a Form 13F?
The SEC has established filing requirements for Form 13F under Rule 13f-1(a)(1) of the Securities Exchange Act of 1934.
The first filing is due 45 days after the fourth quarter has ended of the year the $100 million filing threshold has been met. In other words, the first filing is typically due by February 14 of the following year (i.e., 45 days after December 31). Each additional filing is due 45 days after the end of each quarter (March 31, June 30, and September 30) for the remainder of the year.
It’s important to note that the SEC requires a Form 13F filing even if the manager’s AUM drops below the threshold during the applicable year. This means that so long as, at any point during the year, your firm exceeded $100 million in discretionary Section 13(f) securities, then filing is required.
4. What are considered “Section 13(f) securities”?
The SEC has an official list of Section 13(f) securities, which it updates and publishes quarterly.
Generally speaking, Section 13(f) securities include those traded on an exchange like the Nasdaq, as well as “equity options and warrants, shares of closed-end investment companies, and certain convertible debt securities.” However, mutual funds are not considered Section 13(f) securities.
One way to identify the Section 13(f) securities for your firm is to run a manual report of your firm’s discretionary assets against the SEC list of Section 13(f) securities. However, leveraging technology (such as COMPLY’s proprietary Form 13F Workflow) can streamline the process, cutting time and reducing the potential for errors.
5. How do you file Form 13F?
Form 13F filings must be done using the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. A paper copy may be filed only if you are granted a hardship exemption from the SEC. EDGAR requires a separate set of login information than does FINRA/IARD, so firms should be aware of the setup process and lead time required for EDGAR access.
6. When should you update Form 13F?
As long as you exceed the $100 million filing threshold in a given year (and meet other requirements established in Section 13(f) and Rule 13f-1), your firm will be required to continue filing quarterly Form 13Fs throughout the following year (i.e., within 45 days of quarter-end).
If you find an error on a previously filed Form 13F, you are also required to immediately file an amendment with the SEC.
7. What information must be reported on a Form 13F?
Form 13F must include three components: a cover page, a summary page, and an information table in XML format.
You’ll be required to disclose information regarding:
- The name of the institutional investment manager filing the form
- Name and class of each Section 13(f) security overseen by the manager
- CUSIP number of relevant Section 13(f) securities
- Number of shares (as of the end of the calendar quarter)
- Total fair market value (as of the end of the calendar quarter)
Completing the right regulatory filings at the right time is critical when it comes to operating in a compliant manner. Neglecting to file the proper forms, including Form 13F, can lead to significant penalties and disciplinary action by the SEC.
Filing Form 13F with COMPLY
Of course, the ongoing commitment to following compliant practices is time-consuming and complex—no matter the size of your firm. That’s where COMPLY steps in!
Meeting the quarterly deadlines and ensuring accuracy in complex filings can be a challenge for even the most well-staffed teams. COMPLY Regulatory Filing Services team of experts alleviate this burden by conducting the filing process for you.
COMPLY’s filing experts will handle your Form 13F filings with both accuracy and efficiency. They stay up-to-date on the latest SEC regulations to ensure your filings are always compliant, which frees up your internal staff to focus on other value-adding tasks!
Are you ready to connect with our experts to ensure you’re filing all required documents on time, every time? Let’s talk!