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U.S. Securities and Exchange Commission

Division of Investment Management:
Frequently Asked Questions
About Form 13F

June 25, 2013

On May 20, 2013, the text-based ASCII format for 13F filings was discontinued.  A filer now must either (1) use the online form available on the EDGAR Filing Website and construct the Information Table according to the EDGAR XML Technical Specification, or (2) construct the entire Form 13F filing according to the EDGAR XML Technical Specification.  For further background, please refer to Question 60 and IM Information Update 2013-02. The Investment Management Division is updating these FAQs to reflect this transition and to make other clarifications.

The Investment Management Division has written these FAQs to help money managers that are required to file Form 13F. These FAQs represent the staff's views. They are not a rule, regulation, or statement of the Securities and Exchange Commission. The Commission has neither approved nor disapproved this information.

What Is Form 13F and Who Files It?

Question 1

Q: What is Form 13F?
A: Form 13F is the reporting form filed by institutional investment managers pursuant to Section 13(f) of the Securities Exchange Act of 1934.

Congress passed Section 13(f) of the Securities Exchange Act in 1975 in order to increase the public availability of information regarding the securities holdings of institutional investors. See Section 13(f) of the Securities Exchange Act. Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets.

Question 2

Q: Who must file Form 13F?
A: Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13(f) securities must file Form 13F. See Section 13(f)(1) of the Securities Exchange Act.

Question 3

Q: What is an "institutional investment manager"?
A: See Securities Exchange Act Section 3(a)(9) and Section 13(f)(6)(A).

An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. For example, banks, insurance companies, and broker/dealers are institutional investment managers. So are corporations and pension funds that manage their own investment portfolios.

An institutional investment manager is also a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. For example, an investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager. So is the trust department of a bank.

A trustee is an institutional investment manager, but a natural person who exercises investment discretion over his or her own account is not an institutional investment manager.

Question 3a

Q: Is a person who exercises investment discretion with respect to an account organized by or under the auspices of a governmental authority (e.g., a municipal pension fund) an "institutional investment manager?"
A:

Yes. Such person meets the definition of an institutional investment manager because a "person" for purposes of Form 13F reporting is "a natural person, company, government, or political subdivision, agency, or instrumentality of a government." See Section 3(a)(9) of the Securities Exchange Act (defining "person") and SEC Release No. 15292 (Nov. 2, 1978). Such person must file Form 13F if that person exercises investment discretion over $100 million or more in Section 13(f) securities.

Question 4

Q: Are foreign institutional investment managers required to file Form 13F?
A: Yes, if they: (1) use any means or instrumentality of United States interstate commerce in the course of their business; and (2) exercise investment discretion over $100 million or more in Section 13(f) securities. See Section 13(f)(1) of the Securities Exchange Act and SEC Release No. 34-14852 (June 15, 1978).

Question 5

Q: Must an institutional investment manager file Form 13F even if it is not an SEC-registered investment adviser because it does not meet the definition of investment adviser in Section 202(a)(11) of the Investment Advisers Act?
A: Yes. If the manager meets the requirements of Section 13(f) of the Securities Exchange Act, it must file Form 13F regardless of whether it is an SEC-registered investment adviser. Banks, bank holding companies, and broker/dealers that exercise investment discretion over $100 million or more in Section 13(f) securities are required to file Form 13F, even though they are excluded from the definition of investment adviser in Section 202(a)(11) of the Investment Advisers Act. Broker-dealers (including those that do not manage advisory accounts, but that trade their own account and/or act as a market maker) are required to file. Broker-dealers are not exempt from filing Form 13F.

Question 6

Q: What is "investment discretion"?
A: An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management; or (ii) the manager makes decisions about which securities are bought or sold for the account(s), even though someone else is responsible for the investment decisions. See Securities Exchange Act Section 3(a)(35), and Rule 13f-1(b) under the Securities Exchange Act.

A manager also has investment discretion with respect to all accounts over which any natural person, company, or government instrumentality under its control exercises investment discretion. See Rule 13f-1(b). For example, by virtue of their corporate relationship, bank holding companies share investment discretion with their bank trust departments, and parent corporations share investment discretion with their subsidiaries.

Question 7

Q: What are "Section 13(f) securities"?
A:

These are securities that may be reported on Form 13F. A list of these securities - called the Official List of Section 13(f) Securities - is available shortly after the end of each calendar quarter on the SEC's website, at http://www.sec.gov/divisions/investment/13flists.htm. Section 13(f) securities are equity securities of a class described in Section 13(d)(1) of the Securities Exchange Act. See Section 13(d)(1) of the Securities Exchange Act.

The Official List of Section 13(f) Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs).  Certain convertible debt securities, equity options, and warrants are on the Official List and may be reported.  But see Section 13(f)(4) (referring to equity securities of a class referred to in Exchange Act section 13(d)(1)) and exemptive rules 12a-4 and 12a-9 under the Exchange Act. 

Securities that are not on the Official List should not be reported on Form 13F. See, e.g., Rule 13f-1(c) under the Securities Exchange Act. For example, shares of open-end investment companies, i.e., mutual funds, are not included on the list and, therefore, should not be reported on Form 13F.

Question 8

Q: What information must institutional investment managers report on Form 13F?
A:

Among other things, Form 13F filings must include:

  • the issuer name of all Section 13(f) securities (which should be listed in alphabetical order);
  • a description of the class of security listed (e.g., common stock, put/call option, class A shares, convertible debenture);
  • the number of shares owned; and
  • the fair market value of the securities listed, as of the end of the calendar quarter.

Question 8b

Q: Should a manager use the trade date or the settlement date for reporting purposes?
A: The trade date.

What Do I Need To Prepare the Form?

Question 9

Q: How can I get a copy of the Official List of Section 13(f) Securities?
A: The list is available on the SEC's website at: http://www.sec.gov/divisions/investment/13flists.htm.
 

Question 10

Q: Is the Official List of Section 13(f) Securities available on computer disk or in paper copy format?
A: No. It is only available on the SEC website. See FAQ 9, above.
 

Question 11

Q: What is a Form 13F file number, and how do I get one?
A: It is an SEC tracking number beginning with a "028-" prefix that the Commission assigns to each Form 13F filer. The number is not assigned until after we receive your first Form 13F filing.
 

Question 12

Q: How do I find out my Form 13F file number?
A:

For a new filer, the best way is to include a notification tag in your EDGAR submission header. If you do so, then the Form 13F file number will be on your EDGAR acceptance message.

After submitting your first Form 13F filing, you may go to the Commission's website at http://www.sec.gov/edgar/searchedgar/companysearch.html and search by your firm name or CIK. Your Form 13F file number will appear in the column "File/Film Number" on the right-hand side of the page displaying your Form 13F and other EDGAR filings (if any). For additional assistance, you may call the Investment Management Division's Branch of Disclosure Dissemination at (202) 551-8900, extension 5.

What About EDGAR Filing of Form 13F?

Question 13

Q: Must I file Form 13F electronically using the SEC's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system?
A:

EDGAR filing is mandatory for all public Form 13F submissions. See SEC Release No. 34-40934 (January 12, 1999).

Question 14

Q: What if I send a paper document instead of filing via EDGAR?
A:

You may submit a public Form 13F filing in paper only if you have been granted a hardship exemption. See Rules 101(c)(1)(i) of Regulation S-T; Rule 201 of Regulation S-T; and Rule 202 of Regulation S-T. We do not otherwise accept public Form 13F filings that you attempt to make in paper. See Rule 14 of Regulation S-T and SEC Release No. 33-7472 (October 24, 1997). We will not accept or process improper paper filings. We will return the document to you.

If you are submitting a request for confidential treatment, your public Form 13F filing must be made electronically via EDGAR. However, your request for confidential treatment (which includes the confidential portion of your Form 13F) must be submitted as a paper filing. See Confidential Treatment Instructions (paragraphs 3-4) to Form 13F [Adobe Acrobat® (PDF) file].

Question 15

Q: What information do I need if I've never made a filing using EDGAR?
A: You need a Form ID, the EDGAR Filer Manual, and EDGARLink software.

Question 15a

Q: If I am going to have to start filing Form 13F and I've never made a filing using EDGAR before, should I select the applicant type "Institutional Investment Manager (Form 13F Filer)" when completing my Form ID?
A: Yes, you should select the applicant type "Institutional Investment Manager (Form 13F Filer)" when completing Form ID.

Question 16 (Updated: August 2, 2013)

Q: How can I get a copy of the EDGAR Filer Manual? Is there specific guidance in the EDGAR Filer Manual on how to file Form 13F?
A:

A copy of the EDGAR Filer Manual is available on the SEC's website at http://www.sec.gov/info/edgar/edmanuals.htm.

For Instructions on how to file Form 13F, filers should refer to Chapter 9 of the EDGAR Filer Manual.

You may also wish to consult the EDGAR 13F XML Technical Specifications, which provide to those filers that are interested a basis for creating 13F-HR, 13-HR/A, 13F-NT, and 13-NT/A XML submissions without the use of the online application. Software developers, working on behalf of filers, can use this specification to construct software that will generate a Form 13F submission that can be successfully processed by the EDGAR system.

Question 17

Q: How do I get the access codes that I need to file on EDGAR?
A:

To get access codes to file on EDGAR use the link below and follow the directions.
https://www.filermanagement.edgarfiling.sec.gov

Question 18

Q:

What if I have previously filed via EDGAR and already have a Central Index Key (CIK) number and EDGAR access codes?

A:

If your pre-existing CIK number is used in connection with the registration of a regulated entity such as an investment adviser, a broker-dealer, or a transfer agent (e.g., to file Form ADV, Form BD, or Form TA), then you need a separate CIK number in order to file your Form 13F via EDGAR. To obtain a new CIK number, you must complete a Form ID and return it to the SEC's Filer Support Branch. See FAQ 17.

If your pre-existing CIK number is for the exact same entity and is used only to file a Schedule 13D or Schedule 13G, you should use the same CIK number and access codes to file your Form 13F. Do not send us another Form ID.

If you still have questions about your CIK number and EDGAR access codes, you should call the SEC's Filer Support Branch at (202) 551-8900.

Question 19

Q: How can I get EDGARLink software?
A:

Instructions on how to download the EDGARLink software are available on the Commission's website at http://www.sec.gov/info/edgar/filersoftware.htm.

In November 2010, the SEC introduced the new EDGARLink Online Application, an on-line version of the tool that filers use to create their submission documents to be filed with the SEC. In connection with the introduction and rollout of that new tool, the SEC has scheduled the retirement of the offline EDGARLink tool. Starting Monday, September 12, 2011, filings created by the offline tool EDGARLink client or those constructed by filers according to the EDGAR XFDL Technical Specification will no longer be accepted.

For more information or additional assistance, you may call the SEC at (202) 551-8900, extension 5, for Form 13F filer support.

Question 20

Q: What are form types 13F-HR and 13F-NT that are referred to in the EDGAR Filer Manual? What was Form 13F-E?
A:

See Special Instruction 13.e to Form 13F [Adobe Acrobat® (PDF) file].

Form types 13F-HR and 13F-NT are EDGAR submission types. You should use them as follows to designate the type of Form 13F that you are filing:

13F Holdings Report 13F-HR
13F Combination Report 13F-HR
13F Notice 13F-NT

Form 13F-E pre-dates the mandatory EDGAR filing of Form 13F. Form 13F-E became obsolete as of April 1, 1999 and cannot be used for Form 13F filings after that date.

Question 21

Q: How do I sign an electronic document that is filed via EDGAR?
A: You enter the name of the person signing the document in typed form instead of manual form. You also need to have a copy signed manually, and keep it for five years. See Rule 302 of Regulation S-T.

Question 22

Q: What if I still have questions about the electronic filing rules?
A: You should read Regulation S-T and Electronic Filing and the EDGAR System: A Regulatory Overview on the EDGAR page of the SEC's website. If you have questions, call the Division of Investment Management's EDGAR Public Inquiry Line at (202) 551-6989.

Question 23a (Updated: August 2, 2013)

Q:

What if I have additional technical questions about filing Form 13F via EDGAR?

A:

Call the SEC at (202) 551-8900, extension 3, and ask to speak with someone in the Technical Support Unit. Persons in that unit will be able to answer questions about, for example, technical issues in filling and submitting the online form and the proper formatting of the Information Table in XML format.

Question 23b (Updated: August 2, 2013)

Q:

What if I am having trouble constructing my Information Table in XML Format?

A:

As indicated in our response to FAQ 16, you may wish to consult the EDGAR 13F XML Technical Specifications, which provide to those filers that are interested a basis for creating 13F-HR, 13-HR/A, 13F-NT, and 13-NT/A XML submissions without the use of the online application. Software developers, working on behalf of filers, can use this specification to construct software that will generate a Form 13F submission that can be successfully processed by the EDGAR system.

Where Can I Get a Copy of Form 13F?

Question 24 (Updated: August 2, 2013)

Q: Where can I get a copy of Form 13F?
A:

Filers may access the Form 13F software by selecting the "File Form 13F" link from the menu of Online Forms on the EDGAR Filing Website.  Form 13F can also be found (along with its Instructions) here.

What Is the Filing Deadline?

Question 25 (Updated: June 25, 2014)

Q: When must I file Form 13F?
A:

Rule 13f-1(a)(1) requires that you submit four Form 13F filings when you meet the $100 million filing threshold on the last trading day of any month during  any calendar year. See Rule 13f-1(a)(1) under the Securities Exchange Act.  Rule 13f-1(a)(1) requires that you make all four Form 13F filings, even if -- after meeting the $100 million filing threshold -- you subsequently fall below such threshold.  See, e.g., FAQs 28-29.

The first such filing is due within 45 days after the end of the fourth quarter of the calendar year, i.e., the quarter ending December 31 of the same calendar year that you meet the $100 million filing threshold. The filing is due within 45 days after December 31, or, stated differently, by February 14 of the subsequent calendar year.

Rule 13f-1(a)(1) also requires that you submit three additional Form 13F filings during the subsequent calendar year.  Each filing is due within 45 days after the end of the calendar quarter, i.e., the calendar quarters that end on March 31, June 30, and September 30. See Rule 13f-1(a)(1) under the Securities Exchange Act, and General Instruction 3 to Form 13F [Adobe Acrobat® (PDF) file].

The Form 13F filing deadlines for the quarters that end in the calendar years 2014-16 are:

1Q 2014 (March)  May 15, 2014 (Thursday) 
2Q 2014 (June)  August 14, 2014 (Thursday)
3Q 2014 (September)    November 14, 2014 (Friday)
4Q 2014 (December)  February 17, 2015 (Tuesday)
1Q 2015 (March)  May 15, 2015 (Friday)
2Q 2015 (June)  August 14, 2015 (Friday)
3Q 2015 (September) November 16, 2015 (Monday)
4Q 2015 (December) February 16, 2016 (Tuesday)
1Q 2016 (March)   May 16, 2016 (Monday)
2Q 2016 (June)  August 15, 2016 (Monday)
3Q 2016 (September) November 14, 2016 (Monday)
4Q 2016 (December) February 14, 2017 (Tuesday)

When the filing deadline falls on a Saturday, Sunday or a holiday, then your filing is due on the first business day thereafter. See Rule 0-3(a) under the Securities Exchange Act. For example, the December 31, 2014 Form 13F report will be due no later than February 14, 2015, a Saturday. The filing deadline typically would be pushed forward to Monday, February 16, 2015, but because that day is a holiday (Presidents' Day), the Form 13F filing deadline for the quarter ending December 31, 2014 will be Tuesday, February 17, 2015.

Your Form 13F filing obligation will continue as long as you continue to meet the $100 million filing threshold set forth in Rule 13f-1(a)(1).

Question 26

Q: What if I miss the filing deadline?
A: We do not grant any extensions, so you should not call and ask for one or write us a letter explaining that your filing will be late. You should submit your filing as soon as possible after the filing deadline. You should not submit a misleading or incorrect filing.

Question 27

Q: How do I calculate the value of my Section 13(f) securities?
A: You calculate the fair market value as of the last trading day of January, February, March, April, May, June, July, August, September, October, November, and December to determine whether or not you meet the $100 million filing threshold. See Rule 13f-1(a)(1) under the Securities Exchange Act.

Question 28

Q: When should I file if I just reached the $100 million filing threshold?
A: You generally should file your first Form 13F for the December quarter of the calendar year during which you first reach the $100 million filing threshold. You subsequently will need to submit filings for the March, June, and September quarters of the following calendar year, even if the market value of your Section 13(f) securities falls below the $100 million level. See Rule 13f-1(a)(1) under the Securities Exchange Act.

Question 29

Q: Can you give me an example?
A:

Yes. Assume that you first meet the $100 million filing threshold on the last trading day of July 1999. See Rule 13f-1(a)(1) under the Securities Exchange Act. Your first Form 13F should have been filed for the quarter ended December 1999, and was due no later than February 14, 2000. At the appropriate time, you also should have submitted filings for the March, June, and September 2000 quarters.

The market value of your portfolio of Section 13(f) securities during the calendar year 2000 determined whether or not you were required to file a Form 13F for the quarter ended December 31, 2000. You were required to file a Form 13F for the calendar quarter ended December 31, 2000 — and the calendar quarters ended March 31, 2001, June 30, 2001, and September 30, 2001 — if you met the $100 million filing threshold on the last trading day of at least one month during the year 2000.

Where Do I Send My Form 13F Filing?

Question 30

Q: Where do I send my Form 13F filing?
A:

If you file a public Form 13F, you must file electronically using EDGAR. Acceptance of your submission (including test filings) does NOT refer to the correctness of the content of your filing. An acceptance message means that your Form 13F was received successfully by EDGAR. An acceptance message does not address the substantive accuracy or correctness of the filing. Accordingly, after submission, you should review your accepted Form 13F on the SEC's website (www.sec.gov/edgar/searchedgar/companysearch.html) and check your filing for accuracy and correctness, including, for example, completeness of form and proper formatting of columns.

If you have a hardship exemption under Rule 201 or 202 of Regulation S-T, you should mail your public Form 13F to:

Branch of Disclosure Dissemination
Division of Investment Management
Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549-8626

If you file a confidential treatment request, you should mail it to:

Office of the Secretary
Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549-9303

What Must I File?

Question 31 (Updated: August 2, 2013)

Q: What must be filed?
A:

Form 13F is a single EDGAR document with three parts: the Cover Page, the Summary Page, and the Information Table (constructed in XML format). Although the Information Table is submitted as a separate XML attachment when a filer uses the online form, Form 13F is deemed submitted as a single file. See Special Instructions 1 and 3-13 to Form 13F.

Failure to submit the 13F-HR (or 13F-HR/A, as appropriate) as one document with all three parts combined in one file (e.g., submission of a file consisting of only the Form 13F Information Table) will result in a filing that is incomplete or otherwise inaccurate. Any such incomplete or inaccurate filing is required to be amended.

The Cover Page

Question 32

Q: What do I enter under "Form 13F File Number: 28- ___"?
A: See FAQs 11 and 12.

Question 33

Q: Can you explain the holdings report, notice report, and combination report?
A:

If all of your Section 13(f) securities are listed on your Form 13F, you are filing a 13F Holdings Report.

If some of your Section 13(f) securities are listed on your Form 13F and the rest of your Section 13(f) securities are listed on someone else's Form 13F, you are filing a 13F Combination Report.

If none of your Section 13(f) securities is listed on your Form 13F because all of your Section 13(f) securities are reported on someone else's Form 13F, you are filing a 13F Notice. When filing a 13F Notice, you submit only a cover page. It must include the name(s) of other manager(s) reporting for you. See Special Instruction 6.a to Form 13F [Adobe Acrobat® (PDF) file].

Question 34

Q: What is the "List of Other Managers reporting for this Manager"?
A: You complete this item only if your filing is a 13F Combination Report or a 13F Notice. It tells readers where they can find a listing of your holdings.

The Summary Page

Question 35

Q: What is the "entry total"?
A: This is the total number of line items reported on your Form 13F. You will have multiple line items for a single issuer if: (1) you hold more than one class of Section 13(f) security in that issuer, and/or (2) you report different types of investment discretion over the same class of shares in a given issuer (e.g., sole for some shares; shared-defined for others).

Question 36

Q: What is the "value total"?
A:

This is the total fair market value of all of your Section 13(f) securities.

The Form 13F's inclusion of "(thousands)" under the Summary Page entry "Form 13F Information Table Value Total" specifies that the entry is expressed in thousands of U.S. dollars. For example, an entry of "$5,000" represents $5,000,000. This approach is consistent with the Form 13F Information Table's method of reporting individual security positions in thousands of U.S. dollars. See Column 4 "Value (x1000)" of Form 13F. Accordingly, you must round the "value total" to the nearest one thousand dollars (with "000" omitted) and include (thousands) under the number that you enter for "value total".

Question 37

Q: What is the "List of Other Included Managers"
A:

You complete this item only if you are reporting holdings for other managers, who also meet the $100 million filing threshold, because you share investment discretion with them. This is one of the places where you identify such other managers. If they don't meet the $100 million filing threshold, you merely aggregate their Section 13(f) securities on your filing and do not identify such other manager(s), i.e., do not list the file numbers for such other included managers in Column 7. See SEC Release No. 34-15292.

For example, a bank holding company and its affiliated trust subsidiary have shared-defined investment discretion based on their corporate relationship. See Rule 13f-1(b), and Special Instruction 12.b.vi to Form 13F [Adobe Acrobat® (PDF) file]. Individually, each entity meets the $100 million filing threshold. If the holding company files a 13F Holdings Report for both entities, it would list its affiliated trust subsidiary on the Summary Page and assign a number to it. The holding company would enter that number in Column 7 of the Form 13F Information Table, linking the shares listed on that line to the trust subsidiary.

The Information Table Section 13(f) Securities

Question 38

Q: Can I aggregate my positions by issuer?
A:

You can aggregate the number of shares (or principal value) of a security if you have sole investment discretion. For example, an investment advisory firm with sole investment discretion would aggregate all of its holdings in each issuer. It would then list the issuer's name in Column 1, and the number of shares in Column 5. The firm would not break out holdings in an issuer just because they are in accounts managed by different individuals in the firm.

You also can aggregate if you share investment discretion with someone that does not have an independent obligation to file. For example, if A and B have shared investment discretion because they are a parent company and its subsidiary, they can aggregate their holdings in a given issuer on Form 13F if B, standing alone, does not meet the $100 million filing threshold.

You can only aggregate, however, within the same class of security for a given issuer. For example, you can aggregate all of your common stock positions in a given issuer, but you must separately list any options or convertible debentures in that same issuer.

Question 39

Q: Can I omit certain Section 13(f) securities from my filing?
A:

If your position in a security meets two specific requirements, you do not have to list certain small positions of Section 13(f) securities on your Form 13F. First, you must hold fewer than 10,000 shares of a given issuer. Second, the aggregate fair market value of your holdings in that same issuer must be less than $200,000. You must meet both of these requirements. If you prefer, you are allowed to include these small positions on your filing. See Special Instruction 10 to Form 13F [Adobe Acrobat® (PDF) file].

For example, if you hold 9,800 shares valued at $205,000, you must list the position. Similarly, if you hold 10,500 shares valued at $198,000, you must list the position. If, however, you hold 9,800 shares valued at $198,000, you may choose not to list those 9,800 shares on your Form 13F.

Question 40

Q: Do I include securities of foreign issuers on Form 13F?
A:

You report shares of a foreign issuer only if those shares are traded on a United States exchange (e.g., NYSE, AMEX) or are quoted on the NASDAQ National Market System (this excludes "pink sheet" ADRs). As always, you should rely on the Official List of Section 13(f) securities to determine what should and should not be included on your filing.

Shares of securities that trade on non-United States exchanges (e.g., Toronto Stock Exchange, London's FTSE, Tokyo's Nikkei) should not be reported on Form 13F.

Question 41

Q: What about short positions?
A: You should not include short positions on Form 13F. You also should not subtract your short position(s) in a security from your long position(s) in that same security; report only the long position.

Question 42

Q: What about loaned securities?
A: You should report securities that you own and have loaned to a third party on your Form 13F. The third party that borrows these securities from you should not report them. See SEC No-Action Letter to Clinton C. Hotaling (publicly available November 16, 1990). You can order a copy of the letter by reviewing How to Request Documents.

Question 43

Q: What about options and warrants?
A:

You may report put or call options that you hold and that are included on the Official List of Section 13(f) Securities. See FAQ 7; Rule 13f-1(c) under the Exchange Act (an institutional investment manager may rely on the most recent list of such securities published by the Commission pursuant to section 13(f)(4) of the Exchange Act); Form 13F Special Instructions 10 (de minimis positions) and 11 (how to report put and call options). You should not report put or call options that you write. This means that your short options positions like your short equity positions will not be reported on Form 13F or subtracted from a long position in the same issuer.

The same is true for warrants. You may report warrants that you hold and that are included on the Official List of Section 13(f) Securities. See FAQ 7; Rule 13f-1(c) under the Exchange Act (an institutional investment manager may rely on the most recent list of such securities published by the Commission pursuant to section 13(f)(4) of the Exchange Act).

The Information Table Columns 58

Question 44 (Renumbered: October 10, 2013)

Q: What should I enter in Column 5, "Amount and Type of Security"?
A:

Generally, you will list the number of shares of a security here. For options, you will also enter either PUT or CALL, whichever is appropriate. Column 5 is where you actually indicate that the listing is an option because most of the column entries for an option refer to the underlying security, rather than to the option itself (i.e., Columns 1-5 and 7-8). For example, in reporting an option position, you would enter COM in Column 2 and list the CUSIP number for the underlying stock in Column 3. See Special Instructions 11 and 12.b.v to Form 13F [Adobe Acrobat® (PDF) file].

Question 45

Q: What is sole investment discretion?
A:

If you are the only entity managing the Section 13(f) securities reported on your Form 13F and you do not control (or are not controlled by) another reporting person, you have sole investment discretion. See Securities Exchange Act Section 3(a)(35), and Rule 13f-1(b). Enter the word SOLE in Column 6. See Special Instruction 12.b.vi to Form 13F [Adobe Acrobat® (PDF) file].

For example, if you are an investment advisory firm reporting your aggregate holdings for all accounts under your management, you have sole investment discretion (even though the accounts may be handled by different individuals within your firm).

Question 46

Q: What is shared-defined investment discretion?
A:

If you control another entity (or are controlled by another entity), you should report shared-defined investment discretion. This category includes parent corporations and their subsidiaries (e.g., a bank holding company and its subsidiaries), investment advisers and mutual funds that they advise, and insurance companies and their separate accounts. See Rule 13f-1(b) under the Securities Exchange Act. Enter the word DEFINED in Column 6. See Special Instruction 12.b.vi to Form 13F [Adobe Acrobat® (PDF) file].

For example, if you are a bank holding company, you are required to file Form 13F even though you may not be directly involved in the management of Section 13(f) securities. Although your trust department or other subsidiary may handle that responsibility, you are deemed to have shared-defined investment discretion based on your corporate structure.

Question 47

Q: What is shared-other investment discretion?
A: If you share investment discretion in a manner that does not fit into the shared-defined category, you report shared-other investment discretion. You also would use this column where you are reporting multiple levels of shared investment discretion. See Securities Exchange Act Section 3(a)(35); Rule 13f-1(b) under the Securities Exchange Act; and SEC Release 34-15292. Enter the word OTHER in Column 6. See Special Instruction 12.b.vi to Form 13F [Adobe Acrobat® (PDF) file].

Question 48

Q: What do I list in Column 7, "Other Managers"?
A:

Column 7 is one of the places where you identify another reporting manager with whom you share investment discretion if that manager also meets the $100 million filing threshold. You create a numbered list of such other managers on the Summary Page. Column 7 is the place where you enter the number assigned to each manager (i.e., 1 or 2 if you are reporting on behalf of two other managers). This designation identifies the securities on your Form 13F that are linked to the other manager.

If a manager with whom you share investment discretion does not meet the $100 million filing threshold, you merely aggregate that manager's Section 13(f) securities on your filing. Do not list the other manager's positions separately, or refer to the other manager in Column 7.

Question 49

Q: Can I omit Column 7 if it doesn't apply?
A: No, either leave it blank or enter N/A indicating that it is not applicable. You will confuse readers if you delete the column altogether. You will also create the impression that your filing is incorrect or incomplete.

Question 50a (Renumbered: October 10, 2013)

Q: How do I complete Column 8 about voting authority?
A:

Your voting authority may fall into more than one category (sole, shared, none). If this is the case, list the number of shares that fall within each category.

Voting authority is different from investment discretion. Just because you report shared investment discretion doesn't mean that you will automatically report shared voting authority too. See Special Instruction 12.b.viii to Form 13F [Adobe Acrobat® (PDF) file].

If you vote on non-routine matters (e.g., contested election of directors, merger, sale of substantial assets, change in articles of incorporation effecting shareholders, change in fundamental investment policy), you have either sole or shared voting authority, depending on the voting rights of your accountholders.

If you only vote on routine matters (e.g., selection of accountant, uncontested election of directors, approval of annual report), report "none" in Column 8.

Question 50b (Updated: October 10, 2013)

Q:

What about the number of shares reported in Column 8 (Voting Authority)?  Have you addressed the 8-digit limitation that existed since the XML version of the Information Table was introduced on May 20, 2013?

A:

Yes. As of September 23, 2013, EDGAR accepts Form 13F reports with up to 16 digits in Column 8 of the Information Table.

Between May 20, 2013 and September 23, 2013, Form 13F filers that needed to report in Column 8 an equity security position of larger than 8 digits were advised to enter "99,999,999" in Column 8 and provide the correct number in an explanatory note pursuant to Form 13F Special Instruction 5.

Question 51 (Updated: October 10, 2013)

Q: What if I run out of space?
A:

With respect to the Information Table generally, if you run out of space you may use reasonable abbreviations. You always should make sure that your Form 13F is clear, complete, and does not mislead the reader. Acceptance of your submission does NOT refer to the correctness of the content of your filing. See FAQs 16 and 30.

With respect to Column 8 (Voting Authority) in particular, please see our response to Question 50b.

What About Confidential Treatment?

Question 52 (Updated: August 2, 2013)

Q: When is confidential treatment available?
A:

See Section 13(f)(4) and (5) and Confidential Treatment Instructions 1-4 to Form 13F [Adobe Acrobat® (PDF) file].

Section 13(f)(4) of the Securities Exchange Act states that the Commission shall not disclose Form 13F information that identifies securities held by a natural person, an estate, or a personal trust (excluding business trusts or investment companies). We refer to this category of confidential information as the personal holdings exemption.

Section 13(f)(4) also states that the Commission may prevent or delay public disclosure of Form 13F information for public interest reasons or the protection of investors. This must be done, at a minimum, in accordance with one of the nine limited exemptions from public disclosure that are set forth in the Freedom of Information Act. See 5 U.S.C. § 552, available at http://www.gpo.gov.  The substantive rationale for a commercial exception from FOIA, such as an institutional investment manager’s request for confidential treatment of an investment position(s), typically falls under FOIA Exemption 4, which protects "trade secrets and commercial or financial information obtained from a person and privileged or confidential." See 5 U.S.C. § 552(b)(4), available at http://www.gpo.gov.  Another FOIA exemption(s) may apply to a request that is based on a different rationale for confidentiality.

Section 13(f)(5) of the Securities Exchange Act additionally provides that, in order to grant confidential treatment under section 13(f), the Commission must determine that such action is necessary or appropriate in the public interest and for the protection of investors or to maintain fair and orderly markets.      

Question 53

Q: How do I request confidential treatment?
A:

See Rule 101(c)(1)(i) of Regulation S-T, and Confidential Treatment Instructions 1 and 2 to Form 13F [Adobe Acrobat® (PDF) file].

You must send an original application letter requesting confidential treatment plus a confidential Form 13F (original and four copies), in paper, to the Commission at:

Office of the Secretary
Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549-1090

You can find the procedural requirements for confidential treatment applications in Rule 24b-2 under the Securities Exchange Act. Your application letter must provide legal and factual support for your confidential treatment request. Your confidential Form 13F should list only those holdings for which you are seeking confidential treatment. You should clearly mark each page of the Information Table: CONFIDENTIAL TREATMENT REQUESTED.

You will still submit your public Form 13F electronically, via EDGAR. The Summary Page of your public filing must indicate (after the Report Summary and before the List of Other Included Managers) that information for which you are requesting confidential treatment has been omitted and filed separately with the Commission.

Question 54

Q: What is the personal holdings exemption?
A: It is the basis for granting confidential treatment where Form 13F would reveal the identity of a natural person, an estate, or a trust (other than a business trust or an investment company). See Section 13(f)(4) of the Securities Exchange Act.

Question 55

Q: Does the personal holdings exemption mean that a natural person does not have to file Form 13F under any circumstances?
A:

No. See Securities Exchange Act Section 13(f)(4), and Section 13(f)(6)(A).

If a natural person exercises investment discretion over the account of any other person or entity, then he or she is an institutional investment manager and must file Form 13F. That person can request confidential treatment from the Commission, but is still required to file Form 13F.

On the other hand, Section 13(f)(6)(A) specifically excludes from the definition of institutional investment manager a natural person investing in or buying and selling securities for his or her own account. Under these circumstances, a natural person does not file Form 13F.

Question 55a

Q: How long does confidential treatment based on the personal holdings exemption last?
A: Confidential treatment lasts indefinitely when it is granted to a particular Form 13F filing based on the personal holdings exemption. A grant of confidential treatment does not, however, exempt the filer from submitting Form 13F every calendar quarter. In addition, such a grant of confidential treatment does not guarantee that the filer will always receive confidential treatment because changed circumstances may make the personal holdings exemption inapplicable.

Question 56

Q: What about open risk arbitrage?
A:

Confidential treatment is available for open risk arbitrage positions in accordance with Confidential Treatment Instruction 2.f  to Form 13F [Adobe Acrobat® (PDF) file]. You also should review SEC Release Nos. 34-21539 (December 5, 1984) and 34-22038 (May 14, 1985) for more information about confidential treatment requests based on open risk arbitrage. You may request a copy of these releases by reviewing How to Request Documents.

Confidential treatment is available to an open risk arbitrage position through the end of the quarterly period in which a deal is completed or terminated, because the confidential treatment procedures include a reasonable period of time to liquidate a risk arbitrage position. See SEC Release No. 34-21539 [relying on definition of risk arbitrage set forth in SEC Release No. 34-15533 (January 29, 1979)].

Requests for a longer period of confidential treatment following the completion or termination of a risk arbitrage transaction must, at a minimum: (i) confirm that the position will continue to meet the definition of risk arbitrage; (ii) confirm that the position is not being held for tax or investment purposes; (iii) explain the post-completion or post-termination liquidation program; and (iv) justify the time period for confidential treatment.

If the risk arbitrage provisions do not apply, confidential treatment requests must comply with the requirements of Rule 24b-2 under the Securities Exchange Act, Form 13F [Adobe Acrobat® (PDF) file] Confidential Treatment Instructions 2.a.-e., and the Division's June 17, 1998 letter to all confidential treatment filers.

Question 57 (Updated: October 10, 2013)

Q:

What if I want confidential treatment for  commercial or financial information other than a risk arbitrage position(s)?

A:

Confidential treatment is available in accordance with the Freedom of Information Act, and, most typically for a non-risk arbitrage investment position(s) of an institutional investment manager, in certain limited circumstances for an ongoing investment strategy such as  an ongoing program of acquisition or disposition. See:

Question 57a

Q: How long does confidential treatment for commercial information, including open risk arbitrage positions, last?
A:

Filers initially may request confidential treatment for three months, six months, nine months, or one year. The duration of confidential treatment is measured from the required quarterly filing date. See Confidential Treatment Instructions 2.e. and 2.f. to  Form 13F [Adobe Acrobat® (PDF) file].

Requests for confidential treatment of commercial information should be limited to the period of time necessary to effectuate the manager's investment strategy. Requests should support the time period for which confidential treatment is requested, in the context of the particular trading strategy involved. You must justify the specific time period of confidential treatment requested for each security.

If necessary, filers may seek to extend confidential treatment beyond the period of time granted, by filing a de novo request pursuant to Confidential Treatment Instruction 2.g.  to Form 13F [Adobe Acrobat® (PDF) file].

Question 58

Q: What is the impact of EDGAR filing on requests for confidential treatment?
A:

See Confidential Treatment Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file], and Rule 13f-1(a)(2) under the Securities Exchange Act.

You must file an amendment to your public Form 13F whenever your request for confidential treatment is denied by the Commission or when confidential treatment that was previously granted by the Commission expires. Amendments must be filed electronically, via EDGAR, within six business days of the denial of a confidential treatment request or the expiration of confidential treatment.

To amend a public filing, you must number the amendment on the Cover Page, and specify that it adds entries for new holdings to your public Form 13F. You must include the following legend at the top of your Form 13F Cover Page:

THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON (DATE) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FOR WHICH (THAT REQUEST WAS DENIED / CONFIDENTIAL TREATMENT EXPIRED) ON (DATE).

Amending Form 13F

Question 58a

Q: When am I required to amend my Form 13F filing?
A:

Upon either the denial of a request for confidential treatment, or the expiration of a grant of confidential treatment, you must — within six business days — amend your public Form 13F filing for a given calendar quarter. See Confidential Treatment Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file], and FAQ 58 (above).

You also should promptly amend your Form 13F filing upon the discovery of an error in any Form 13F that you previously filed with the Commission.

Question 58b

Q: How do I amend my Form 13F filing if there is an error (e.g., number of shares or fair market value misstated) on my original, public Form 13F filing?

Note:  FAQ 58c explains how to amend your Form 13F filing when certain reportable securities are not listed on your original, public Form 13F filing, either because such securities were meant to be included but were omitted from the public filing or because such securities relate to a request for confidential treatment.
A:

If your filing includes incorrect information, you should correct any error(s) and file an amendment. The institutional investment manager that filed the Form 13F that is being corrected must file the amendment.

On the Cover Page, you restate the original calendar quarter for which the report was filed, and check the box that designates the subsequent filing as an amendment for such quarterly filing. You should also assign a number to the amendment (e.g., one for the first amendment, two for the second amendment, and so on) in order to distinguish between different amendments for the quarter.

In making such an amendment, you must resubmit your entire filing, as corrected. See Rule 13f-1(a)(2) under the Securities Exchange Act and Special Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file]. When you resubmit the entire filing, your amended filing will supersede your original filing. On the Cover Page, you should check only the box that designates the amendment as a restatement. The Cover Page also is the place to include any brief explanatory remarks about the amendment. You should insert such explanatory remarks on the Cover Page after the signature of the person signing the report, and preceding the Report Type section. See Special Instruction 5 to Form 13F [Adobe Acrobat® (PDF) file].

When completing the Summary Page for any amendment, your summary should reflect only the information listed on the amendment. In other words, the entries on the amendment for Number of Other Included Managers, Form 13F Information Table Entry Total (i.e., number of holdings), Information Table Value Total (i.e., aggregate fair market value in thousands), and the List of Other Included Managers should be limited to the information contained in the amendment itself. See Special Instruction 7 to Form 13F [Adobe Acrobat® (PDF) file], and FAQs 35-36.

For example, if the amendment only reports the holdings of the manager filing the amendment, you would enter the number zero for the Number of Other Included Managers in the Report Summary section. In addition, you would enter the word "NONE" in the List of Other Included Managers section. See Special Instructions 7.a. and 8.a. to Form 13F [Adobe Acrobat® (PDF) file], and FAQ 37.

If the amendment reports the holdings of one additional manager, you would enter the number one for the Number of Other Included Managers in the Report Summary section. In addition, you would enter the name and Form 13F file number of the additional manager in the List of Other Included Managers section. The identifying number (this is different from the Form 13F file number) should match the identifying number used for the additional manager on the original Form 13F filing for the quarter. The List of Other Included Managers section must identify all other managers listed in column 7 of the amended Information Table. Do not list the manager filing the amendment in this section. See Special Instructions 7.a. and 8.b. to Form 13F [Adobe Acrobat® (PDF) file], and FAQ 37.

Finally, you should note that multiple amendments are not only permitted, but often required. For example, if you have already filed an amendment that is a restatement, and subsequently discover the need to file another amendment that is also a restatement, you must file a second, separate amendment.

 

Question 58c

Q: How do I amend my Form 13F filing if certain reportable securities were not listed on my original, public Form 13F filing?
A:

Your amendment only should include the securities that are being added. On the Cover Page, you should check only the box indicating that the amendment adds entries for new holdings. Otherwise, you should follow the steps outlined in FAQ 58b.

The amended filing will supplement the original filing. Multiple amendments are not only permitted, but often required. For example, if your amendment is both a restatement and adds new holdings, you must file two separate amendments. Amendment number one would correct any error(s) (e.g., number of shares or fair market value misstated). Check the box designating the amendment as a restatement. Amendment number two would add the new holdings that were erroneously omitted. Check the box designating the amendment as adding entries for new holdings.

Question 58d

Q: Do I follow the same steps (outlined in FAQ 58b) to amend my Form 13F filing when either: (i) my confidential treatment request was denied; or (ii) confidential treatment has expired?
A:

Generally yes, but with two exceptions. First, you must always check the box that designates the amendment as adding new holdings. Second, you must include the legend set forth in Confidential Treatment Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file] at the top of the Cover Page. See FAQ 58 (above).

Remember, the institutional investment manager that filed the original Form 13F must file the amendment.

The amended filing will supplement the original filing. Multiple amendments are not only permitted, but often required. For example, if your confidential treatment request is partially denied and partially granted, you must file two separate amendments.

  • Amendment number one must list only the holdings for which confidential treatment was denied, and include the legend in Confidential Treatment Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file] explaining that confidential treatment was denied.
  • Amendment number two must list only the holdings for which confidential treatment has expired, and include the legend in Confidential Treatment Instruction 4 to Form 13F [Adobe Acrobat® (PDF) file] explaining that confidential treatment has expired.
The amendments must be filed within six business days of either:

(i) notification of denial of your confidential treatment request; or
(ii) the expiration of confidential treatment.

Question 58e

Q: What is the correct EDGAR submission type for an amendment?
A: It is 13F-HR/A for an amendment to either a 13F Holdings Report or a 13F Combination Report. It is 13F-NT/A for an amendment to a 13F Notice. See Special Instruction 13.e. to Form 13F [Adobe Acrobat® (PDF) file].

Where Can I Find More Information?

Question 59

Q: Where else can I find information about Form 13F?
A: Look at the following SEC Releases, all of which may be obtained in hard copy by reviewing "How to Request Documents" at http://www.sec.gov/answers/publicdocs.htm.

Question 60 (Updated: August 2, 2013)

Q:

Where else can I find information about the transition from the old text-based Form 13F to the new online Form 13F with separate XML Information Table?

A:

On May 20, 2013, the old text-based Form 13F was replaced by a new online form that requires submission of the Information Table in XML format.  These changes are intended to help filers avoid common mistakes and increase the utility of data submitted on Form 13F. All 13F filings including amendments and restatements of filings that were filed prior to May 20, 2013 must use the new system.  For further information about the new online form and XML information table, see:

 

http://www.sec.gov/divisions/investment/13ffaq.htm


Modified: 06/25/2014