13D

Schedule 13D, commonly known as 13D, is a document filed with the U.S. Securities and Exchange Commission by any person or group that acquires beneficial ownership of more than 5% of a voting class of a registered company’s securities. The filing provides timely disclosure of significant holders and their intentions, potentially signaling activism or influence over corporate actions.

Initial filing and amendments: An initial Schedule 13D must be filed within 10 days after the threshold is crossed. Thereafter, any material change in ownership or in the holder’s plans must be reported by an amendment within 10 days of the change. If multiple holders act in concert, they may file a single joint Schedule 13D, with the reported ownership reflecting the combined stake.

Contents and disclosures: The form requires information about the beneficial owners, the number and percentage of shares owned, and the source of funds used for the acquisition. It also asks for the purpose of the investment, such as potential changes in corporate control or governance, and any plans or proposals regarding mergers, tender offers, changes in the board, or other actions. Relationships with other holders, as well as any contracts, arrangements, or understandings, must be disclosed.

Impact and context: Schedule 13D is used to inform investors and the market of substantial holders who may influence corporate policy. For passive investors meeting certain criteria, Schedule 13G may be used instead. All filings are submitted electronically via EDGAR and become public records.