Modernization of Beneficial Ownership Reporting

Issuing agencies

Abstract

The Securities and Exchange Commission ("Commission") is proposing to amend certain rules that govern beneficial ownership reporting. The proposed amendments would modernize the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. The proposed amendments also would deem holders of certain cash-settled derivative securities as beneficial owners of the reference equity securities and clarify the disclosure requirements of Schedule 13D with respect to derivative securities. In addition, the proposed amendments would clarify and affirm the operation of the regulation as applied to two or more persons that form a group under the Securities Exchange Act of 1934, and provide new exemptions to permit such persons to communicate and consult with each other, jointly engage issuers and execute certain transactions without being subject to regulation as a group. We also are proposing to amend provisions regarding the date on which Schedules 13D and 13G filings are deemed to have been made. Finally, we are proposing to require that Schedules 13D and 13G be filed using a structured, machine-readable data language.