---
title: "Check whether a purchase crosses the federal beneficial-ownership line"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-a-purchase-crosses-the-20-per-cent-threshold/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-17-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check whether a purchase crosses the federal beneficial-ownership line

> Record the lawyer's beneficial-ownership figures before and after the transaction, and whether the class is one Rule 13d-1(i)(1) specifies.…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-a-purchase-crosses-the-20-per-cent-threshold/united-states  
Last reviewed: 2026-10-22

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

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Record the lawyer's beneficial-ownership figures before and after the transaction, and whether the class is one Rule 13d-1(i)(1) specifies. Do not apply a 20 per cent prohibition, and do not calculate beneficial ownership from the register. |
| What the lawyer must review | The lawyer calculates beneficial ownership and decides whether Rule 13d-1(a) applies. A person who, after acquiring directly or indirectly the beneficial ownership of an equity security of a class specified in paragraph (i)(1), is directly or indirectly the beneficial owner of more than five percent of the class, files a Schedule 13D within five business days after the acquisition. Paragraph (i)(1), as opened, covers a class registered under section 12 of the Exchange Act, a stated insurance-company security, and a security of a closed-end investment company registered under the Investment Company Act of 1940, and it excludes a class of non-voting securities. The rule does not prohibit the purchase. |
| Written for | United States |
| Applies to | [Check whether a purchase crosses the 20 per cent threshold](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-a-purchase-crosses-the-20-per-cent-threshold.md) |

## Checking plan

- What the AI does: Record the lawyer's beneficial-ownership figures before and after the transaction, and whether the class is one Rule 13d-1(i)(1) specifies. Do not apply a 20 per cent prohibition, and do not calculate beneficial ownership from the register.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- There is no federal rule on the page opened that forbids crossing 20 per cent, and no member-count test for an unlisted company.
- The statute allows the Commission to shorten the filing period. The five-business-day period used here is the period in Rule 13d-1 as opened on 22 October 2026. A Schedule 13G filer has a different clock under paragraph (b).

## Sources

- [17 C.F.R. § 240.13d-1, Filing of Schedules 13D and 13G](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.13d-1) (checked 2026-10-22)
- [15 U.S.C. § 78m, including section 13(d) beneficial-ownership reports](https://www.law.cornell.edu/uscode/text/15/78m) (checked 2026-10-22)

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