Practical Law Glossary Item w-000-4568 (Approx. 3 pages)
Glossary
Form 13F
Form 13F is a quarterly report, required under Exchange Act Section 13(f) and Rule 13f-1, for institutional investment managers that exercise investment discretion over $100 million or more in Section 13(f) securities (defined below). Reports on Form 13F are intended to increase the public availability of information on the securities holdings of institutional investors.
Under Exchange Act Rule 13f-1, in general an institutional investment manager is either:
An entity that invests in, or buys and sells, securities for its own account.
A natural person or entity that exercises investment discretion over the account of any other natural person or entity.
Institutional investment managers can include investment advisers, banks, insurance companies, broker-dealers, pension funds and corporations. The Form 13F filing requirement applies to any US or non-US institutional investment manager that uses any means or instrumentality of US interstate commerce in the course its business, regardless of whether the person is or is not otherwise registered with the SEC.
For these purposes, Section 13(f) securities generally include:
Equity securities that trade on a national securities exchange, including Nasdaq.
Shares issued by open-end investment companies (mutual funds) are not Section 13(f) securities. The SEC maintains an Official List of Section 13(f) Securities, which it updates quarterly.
Under Rule 13f-1, the requirement to file Form 13F is triggered when an institutional investment manager satisfies Rule 13f-1(a)(1)'s $100 million threshold on the last trading day of any month of any calendar year. Once that threshold is crossed, a Form 13F must be filed within 45 days of:
The end of the calendar year during which the threshold was crossed.
The last day of each of the first three calendar quarters of the following year.
The Form 13F filing obligation continues as long as the institutional investment manager continues to meet the $100 million threshold.
The Form 13F report requires disclosure of:
The name of the institutional investment manager filing the report.
For each Section 13(f) security over which the institutional investment manager exercises investment discretion:
the issuer name and class of that security and its CUSIP number; and
the total market value and number of shares held as of the end of the calendar quarter for which the report is filed.
Form 13F is submitted to the SEC through the EDGAR system and all filings are accessible to the general public through EDGAR.