Public Company Update: SEC Adopts Rules Modernizing Beneficial Ownership Reporting

On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted final rules modernizing the beneficial ownership reporting requirements pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. As with the recent cybersecurity rules, the final beneficial ownership amendments represent a scaled-back version of the initially proposed rules. The main thrust of the amendments is shortening the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G, with Schedule 13D filings now being due within five business days rather than 10 calendar days. The accelerated filing deadlines will result in public companies and their investors being informed more quickly about certain changes in beneficial ownership positions in a company’s securities.