What is Form 13F?
Form 13F is required reporting for institutional investment managers in order to increase public information regarding securities holdings. It is part of the SEC’s EDGAR system and must be filed quarterly. The disclosure is intended to increase investor confidence in the integrity of the United States securities markets. Additionally, the information is used to gain transparency for regulators to monitor security market controls and design effective policy.
An institutional investment manager is an entity that invests in securities and exercises investment discretion over the account of any other natural person/entity. An institutional investment manager has discretion if the manager has the power to determine which securities are traded or the manager makes decisions about which securities to trade even though someone else is responsible for the investment decisions. Institutional investment managers who have discretion over $100M or more in designated 13F securities must file a form 13F.
Who must file Form 13F?
Institutional investment managers who have discretion over $100M or more in designated 13F securities must file a form 13F.
What is the definition of an institutional investment manager?
An institutional investment manager is an entity that invests in securities for its own account or a natural person/entity that exercises investment discretion over the account of any other natural person/entity.
Does an institutional investment manager have to file even if they are not a registered investment adviser?
Yes. For example, banks, broker/dealers, holding companies, etc. all must file if they have discretion over $100M or more in designated securities.
Are foreign institutional managers required to file Form 13F?
Yes. Form 13F filing is required if they have discretion over $100M or more in designated securities.
What is investment discretion?
An institutional investment manager exercises investment discretion if the manager has the power to determine which securities are traded or the manager makes decisions about which securities to trade even though someone else is responsible for the investment decisions.
What are designated 13F securities?
Typically, they are long positions of exchange-traded stocks, shares of closed-end investment companies, shares of exchange-traded funds (ETFs), certain convertible debt securities equity options, and warrants. Open-end investment companies (mutual funds) are not eligible and do not need to be reported.
Here is the applicable list of securities: https://www.sec.gov/divisions/investment/13flists.htm
What information is on the Form?
The issuer name, which should be listed in alphabetical order AND match the SEC’s list verbatim. Description of class (security type, essentially) and must also match the SEC’s list verbatim. Number of aggregate shares owned, aggregate fair market value of the securities listed, and each securities CUSIP are also listed.
For the report, is trade date or settlement date used?
How do I calculate the value of my 13F securities?
It is the fair market value as of the last trading day of the month.
What is the difference between 13F-HR and 13F-NT?
13F-HR is the 13F Holdings Report and is used when all of your applicable securities are on the report. The 13F-HR can also be the 13F Combination Report which is used when some of your applicable securities are on the report and some are on someone else’s report. 13F-NT is the 13F Notice and is used when none of your applicable securities are on the report and are on someone else’s report.
What are the filing deadlines?
Reporting Period = Filing Deadline
1Q 2023 (March) = May 15, 2023 (Monday)
2Q 2023 (June) = August 14, 2023 (Monday)
3Q 2023 (September) = November 14, 2023 (Tuesday)
4Q 2023 (December) = February 14, 2023 (Wednesday)
1Q 2024 (March) = May 15, 2024 (Wednesday)
2Q 2024 (June) = August 14, 2024 (Wednesday)
3Q 2024 (September) = November 14, 2024 (Thursday)
4Q 2024 (December) = February 14, 2024 (Friday)
1Q 2025 (March) = May 15, 2025 (Thursday)
2Q 2025 (June) = August 14, 2025 (Thursday)
3Q 2025 (September) = November 14, 2025 (Friday)
4Q 2025 (December) = February 17, 2025 (Tuesday)
When do first time filers have to file?
If you hit $100M at any month end, you have to file 45 days after the end of the 4th quarter for your first filing. You will then have to continue quarterly filing three more quarters even if you fall below the threshold during the year. If you hit $100M on any month end in the year you will have to continue filing and so on and so forth.
Does every applicable holding that the investment manager has discretion over have to be filed?
No, you can omit TOTAL positions that qualify for the small holding exception. These are aggregate holdings of less than 10,000 shares AND less than $200,000 in fair market value. Omitting these holdings can help maintain some confidentiality since all of the information submitted in the 13F is public.
Do you report on short positions? Do you subtract short positions from long positions?
No, you do not report short positions. No, you do not subtract short positions from long positions.
What if some of the positions do not have sole discretion?
There are three types of discretion on the form. Sole, shared-defined, or shared other. You could in fact have a combination of these per security. Sole discretion is when you as the filer has control of the position. Shared-defined is when the reporting manager controls or is controlled by another legal entity or when discretion is shared between managers. Shared-other is any position in which discretion is shared in a manner other than the shared-defined option. If there is shared discretion, the other managers must be listed on the 13F form. In some cases, you can have the same security with multiple managers that will be noted on the form.
How is voting authority reported on 13F?
There are three types of voting categories on the form. Sole, none, or shared. Sole is when the filer has sole voting rights for the shares. None is when the filer has no voting rights on the shares and shared is when the filer shares voting rights on the position. In some cases, you can have the same security with multiple discretion categories that should be in separate columns on the form.
What is the history of 13F filing?
Section 13F was enacted as part of the Securities Acts Amendments of 1975 intended “to create in the Commission a central repository of historical and current data about the investment activities of institutional investment managers.” The reporting requirements were required to 1) improve the availability of information to evaluate the influence, impact and implications of managers on the securities markets and 2) establish a common reporting standard and centralized database.