Build a Schedule 13D or 13G filing checklist from the ownership record
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Trace the ownership facts in the file into a checklist: class, percentage, date the holder crossed five percent, whether the holding is in the ordinary course, and whether a group is alleged. Do not complete the schedule.
- What the lawyer must review
- Exchange Act § 13(d) (15 U.S.C. § 78m(d)) requires a person who acquires beneficial ownership of more than five percent of a covered equity class to file a statement. The statute says within ten days after the acquisition, or within such shorter time as the Commission establishes by rule. Rule 13d-1(a) (17 CFR § 240.13d-1(a)) requires the Schedule 13D within five business days after the acquisition. Certain persons may instead file Schedule 13G. A Rule 13d-1(b) filer files within 45 days after the end of the calendar quarter in which the obligation arose, if the quarter-end holding is more than five percent; if beneficial ownership exceeds 10 percent before quarter-end, the initial Schedule 13G is due within five business days after the end of the first month in which that happened. A person who holds with the purpose or effect of changing or influencing control, or who crosses the Rule 13d-1(c) or (e) thresholds, can be pushed onto Schedule 13D within five business days and, in the cases the rule states, must not vote or acquire more shares until the tenth day after the Schedule 13D filing. Each member of a group is responsible for the timely filing and for the accuracy of the information about that member. You prepare and sign the schedule.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review and assembling provisional schedules. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Calculate operative dates independently from the current rule and actual triggering event. Check exceptions and record the verified deadline.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.