---
title: "Build a Schedule 13D or 13G filing checklist from the ownership record"
url: "https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-a-substantial-holding-notice-and-the-relevant-interest-trace/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A4-X20260927-8-US"
practice_area: "Capital Markets & Securities — ECM/DCM and Disclosure"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Build a Schedule 13D or 13G filing checklist from the ownership record

> 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.…

Canonical page: https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-a-substantial-holding-notice-and-the-relevant-interest-trace/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Capital Markets & Securities — ECM/DCM and Disclosure](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Prepare a substantial holding notice and the relevant-interest trace](https://ailawframework.com/practice/capital-markets-and-securities-ecm-dcm-and-disclosure/prepare-a-substantial-holding-notice-and-the-relevant-interest-trace.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Use the rule's five-business-day Schedule 13D period, not the statute's ten-day default. The statute allows the Commission to set a shorter time, and Rule 13d-1(a) does so.
- Rule 13d-1(b) and (c) eligibility is narrow. Do not put an activist holding on Schedule 13G because the percentage is only just over five percent.
- This is not an Australian substantial-holding notice. Do not use a Corporations Act form.

## Sources

- [15 U.S.C. § 78m, period reports, including § 13(d) reports by persons acquiring more than five percent](https://www.law.cornell.edu/uscode/text/15/78m) (checked 2026-10-22)
- [17 CFR § 240.13d-1, filing of Schedules 13D and 13G](https://www.law.cornell.edu/cfr/text/17/240.13d-1) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Substantial holding notice preparation checklist (Corporations Act s 671B)](https://ailawframework.com/precedents/capital-markets-and-securities-ecm-dcm-and-disclosure/substantial-holding-notice-preparation-checklist.md) | Checklist | Yellow | A checklist for preparing a substantial holding notice: which event triggers it, tracing relevant interests and associates, working the 1% movement against the last notice, the 2 business day… |

Signed-in accounts can read the full text of each one.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*