Making Sense of the Ownership Filings - the 13D, 13G, and 13F

2018-05-04 - by Wilton - 3102 views

Anybody who has browsed around Fintel has probably noticed that we track a lot of ownership data. The Securities and Exchange commission (the SEc) requires many funds and institutions to disclose their positions under certain circumstances, and this information can be very helpul when trying to guage investor sentiment in a company. This guide will walk you through the various forms and show how you can use Fintel to make more informed investing decisions.

The 13D and 13G forms are "beneficial ownership" forms. The primary purpose of these forms is to understand control of a company. To that end, the 13D and G forms do not just disclose the shares directly held by an investor, but also shares indirectly held (but controlled) by that institution. These indirect shares include all the shares held by the clients of financial advisors. Another requirement of the beneficial ownership forms is that they include related parties to the funds.

For example, the firm called "Point72" that you are probably most familiar with is Point72 Asset Management, LP. However, there are also related entities Point72 Capital Advisors and Point72 Asia (Hong Kong) Limited. When Point72 Capital Advisors files a 13G, these related parties might also be found on the filings. For an example of this, see this 13G filing for Pacira Pharmaceuticals. If you look at that 13G, you'll find five different entities listed on that filing (including Steve Cohen).

In comparison, the 13F filings are not as concerned with disclosing the control of a company, but rather the holdings of a fund. Every fund with over 100M assets under management is required to file a 13F that discloses their positions. The types of securities disclosed in this form include long equities, call options, and put options. Short positions and cash are not disclosed.

One of the key differences between the 13D/G filings and the 13F filings is that whereas the 13D/G filings can be made as groups (with related parties), the 13F filings can not. This means that there are frequent instances where a insitution might file a 13G and a 13F diclsosing different shares for the same security.

Filing Deadlines

One of the key differences between the forms is the filing deadlines. The deadlines for each of the forms is listed below:

  • 13F - Within 45 days after the end of each quarter.
  • 13D - Within 10 days of owning 5% of a company, and within 10 days of any material change thereafter.
  • 13G - Annually on February 15.
  • 4 - Within 2-3 days of the transaction.


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