{
  "slug": "schedule-13d-13g",
  "name": "Schedule 13D / 13G",
  "jurisdiction": "US",
  "regulator": "SEC",
  "kind": "rule",
  "effective_date": "1968-09-01",
  "summary": "Beneficial ownership filings required when a person acquires more than 5% of a public company's voting equity. 13D requires fast disclosure for activist intent; 13G is a short-form for passive investors.",
  "scope": "Any person beneficially owning more than 5% of a class of a public company's voting equity.",
  "key_provisions": [
    {
      "section": "Schedule 13D",
      "summary": "Required within 5 business days (revised from 10 by 2024 amendments) when holding >5% with potential to influence control."
    },
    {
      "section": "Schedule 13G",
      "summary": "Short-form for passive investors, qualified institutional investors, or exempt investors. Annual amendment unless threshold changes."
    }
  ],
  "thresholds": [
    {
      "name": "Filing trigger (beneficial ownership)",
      "value": 5,
      "unit": "%"
    }
  ],
  "applies_to": [
    "any beneficial owner over threshold"
  ],
  "filing_requirements": [
    {
      "form": "13D",
      "frequency": "within 5 business days of crossing threshold",
      "filer": "beneficial owner",
      "trigger": ">5% with non-passive intent"
    },
    {
      "form": "13G",
      "frequency": "annual (or amendment within 5/10 days)",
      "filer": "passive owner",
      "trigger": ">5% passive"
    }
  ],
  "related_terms": [
    "activist",
    "beneficial-ownership",
    "group-aggregation"
  ],
  "official_text_url": "https://www.sec.gov/about/laws/sea34.pdf",
  "history": "Created by the Williams Act of 1968 to address takeover transparency. Amended significantly in October 2023 to shorten timing windows."
}