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New SEC Beneficial Ownership Reporting Rules: Shorter Deadlines, Guidance on "Groups," Cash-Settled Derivatives

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, December 14, 2023

Recorded event now available

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This CLE webinar will discuss the SEC's recent amendments to its beneficial ownership reporting rules. The panel will review the accelerated Schedule 13D and 13G filing deadlines, the new guidance and rules on cash-settled derivative securities and the formation of a "group," and the deadlines for compliance.


On Oct. 10, 2023, the SEC (1) adopted changes to the rules governing beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act and (2) issued guidance in lieu of adopting certain other proposed rules. These amendments amount to arguably the most significant changes in beneficial ownership filing requirements in approximately the last 50 years.

Among other things, the amendments shorten the deadlines for initial and amended Schedule 13D and Schedule 13G filings and, in a departure from the proposed rules, the SEC issued guidance regarding (1) cash-settled derivative securities and (2) "group" formations. The aim of the final amendments is to accelerate access to material information by investors in today's fast-paced financial markets.

As a result of these new rules, investors will be subject to earlier initial Schedule 13G and Schedule 13D filing deadlines and, in certain circumstances, more frequent amendments to those filings. Market participants should evaluate their internal policies and procedures to ensure that systems and controls are in place to facilitate compliance with the new reporting requirements.

Listen as our authoritative panel of experts provides an overview of the changes to the rules governing beneficial ownership reporting and how these new rules will impact investors going forward.



  1. Overview and background of the final rules and amendments
  2. Filing deadlines
    1. Accelerated Schedule 13D deadline
    2. Accelerated Schedule 13G deadline
  3. Compliance dates
  4. New guidance on cash-settled derivative securities
  5. New guidance and rules on formation of a "group"
  6. Structured data requirements
  7. Impact on investors
  8. Key takeaways


The panel will review these and other key issues:

  • What are the new or amended rules governing beneficial ownership?
  • What guidance did the SEC provide regarding cash-settled derivative securities and the formation of a "group"?
  • What are the compliance dates for the new rules?
  • What actions should investors take now to comply with the new rules?


Bartz, David
David Bartz

K&L Gates

Mr. Bartz advises clients in all aspects of corporate and securities law, with an emphasis on capital markets...  |  Read More

Klaben, Katie
Katie Klaben

Sidley Austin

Ms. Klaben advises financial services firms – particularly private fund advisers, public companies, family...  |  Read More

Leitzell, Stephen
Stephen M. Leitzell


Mr. Leitzell advises clients on domestic and cross-border mergers and acquisitions, securities offerings, financings,...  |  Read More

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