The Securities and Exchange Commission (“SEC”)requires all institutional investment managers that use the U.S. mail (or other means of instrumentality of interstate commerce) in the course of their business, and whom exercise investment discretion on over $100 million or more ( Section 13(f) of the Securities Exchange Act of 1934), to report their holdings on a quarterly basis. This information is reported to the SEC by filing “ Form 13F.” Form 13F is a reporting form that records (1) the number of shares owned in a security, (2) the class of the security, and (3) the fair market value of the security at the end of each calendar quarter. These filings are done through an SEC-based system called EDGAR (the Electronic Data Gathering, Analysis, and Retrieval System). The primary purpose of the EDGAR system is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.In May of 2013, the SEC implemented changes to the format in which these Forms are filed and to the capabilities of the EDGAR system itself, making the process much more user-friendly and efficient. As a result of the change, operationally firms will need to:
- Submit data for the Information Table (“Table”) to EDGAR for filing via an “ XML Notepad” format;
- Validate the Table in order to search for errors; and
- Upload and view a sample of the document before submitting. These new features are very valuable, and enable filers to view a snapshot of what is being filed prior to submission, thereby avoiding potential mistakes and the need for future amendments.