---
title: "Assemble facts for a five-percent beneficial-ownership filing"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/prepare-and-lodge-substantial-holding-notices-for-a-stake-in-a-listed-en/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-U20261018-3-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "red"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Assemble facts for a five-percent beneficial-ownership filing

> List the holder, the class, the number of shares the records show and the acquisition date, each tied to a page. Write no statement for the Commission and do not say that a filing is due.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/prepare-and-lodge-substantial-holding-notices-for-a-stake-in-a-listed-en/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 | Red: Lawyer writes; AI may check, clarify or collect data |
| How AI is used | List the holder, the class, the number of shares the records show and the acquisition date, each tied to a page. Write no statement for the Commission and do not say that a filing is due. |
| What the lawyer must review | 15 U.S.C. § 78m(d) requires a person who is directly or indirectly the beneficial owner of more than 5 percent of a class described in that subsection to file a statement with the Commission within ten days after the acquisition, or within such shorter time as the Commission may establish by rule. Paragraph (d)(3) treats a partnership, syndicate or other group acting together to acquire, hold or dispose of the securities as a person. Paragraph (d)(2) requires an amendment when a material change occurs, under rules the Commission prescribes. The current Commission rule was not opened, so ten days is not used as the live deadline until that rule is opened. You write the statement. The tool writes none of it. |
| Written for | United States |
| Applies to | [Prepare and lodge substantial holding notices for a stake in a listed entity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/prepare-and-lodge-substantial-holding-notices-for-a-stake-in-a-listed-en.md) |

## Checking plan

- What the AI does: List the holder, the class, the number of shares the records show and the acquisition date, each tied to a page. Write no statement for the Commission and do not say that a filing is due.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Section 78m(d)(1) covers specified classes, including equity securities registered under section 78l. It is not a filing for every private company.
- A Commission rule may already set a shorter time than the ten days in the statute. Open that rule before anyone calculates a due date.

## Sources

- [15 U.S.C. § 78m, periodical and other reports](https://www.law.cornell.edu/uscode/text/15/78m) (checked 2026-10-22)
- [ABA Model Rule 1.1, Competence](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/) (checked 2026-10-22)

## Forms and precedents for this task

| Form or precedent | Kind | AI level | Summary |
| --- | --- | --- | --- |
| [Substantial holding notice checklist for a stake in a listed entity](https://ailawframework.com/precedents/mergers-and-acquisitions-private-equity/substantial-holding-notice-checklist.md) | Checklist | Yellow | A checklist for giving notice when a person begins or ceases to have a substantial holding in a listed body, or moves by 1% or more, including which form to use before and after 4 December 2026. |

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.*