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

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.

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.

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.

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.

These are securities that must be reported on Form 13F. A list of these securities - called the Official List of Section 13(f) Securities - may be found on the SEC's website at http://www.sec.gov/divisions/investment/13flists.htm at the end of each quarter. 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.

Generally, the list includes exchange-traded (e.g., NYSE, AMEX) or NASDAQ-quoted stocks, equity options and warrants, shares of closed-end investment companies, and certain convertible debt securities. Shares of open-end investment companies, i.e., mutual funds, are not included and, therefore, should not be listed on Form 13F. Shares of exchange-traded funds ("ETFs"), however, are on the Official List and should be reported.

Securities that are not on the Official List should not be reported on Form 13F. See Rule 13f-1(c) under the Securities Exchange Act.

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.

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.

If you currently file Form 13F, you can call the SEC's Filer Support Branch at (202) 551-8900 to find out your Form 13F file number. If you are a new filer, wait at least two weeks after you submit your first Form 13F before calling Filer Support to find out your Form 13F file number.

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

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].

Call the SEC's Filer Support Branch at (202) 551-8900. Pages G-1 to G-6 of the Filer Manual (Volume II) EDGAR Filing (Version 5) explain how to file Form 13F electronically.

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

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

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.

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:

Form 13F-E is obsolete as of April 1, 1999. It cannot be used after that date.

You must file no later than 45 days after the end of the March, June, September, and December quarters. See Rule 13f-1(a)(1) under the Securities Exchange Act, and General Instruction 3 to Form 13F [Adobe Acrobat^® (PDF) file]. If the filing deadline falls on a weekend or a holiday, then your filing is due on the next business day. For example, your March 1999 filings were due no later than May 15, 1999, a Saturday, so the filing deadline gets pushed back to Monday, May 17.

April 1, 1999 is not the filing deadline for the March 1999 quarter. It is the date that mandatory EDGAR filing of Form 13F begins.

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 will be filed for the quarter ending December 1999 and will be due no later than February 14, 2000. At the appropriate time, you must also submit 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 will determine whether or not you file a Form 13F for the quarter ending December 2000. You will file a Form 13F for the calendar quarter ending in December 2000 – and the calendar quarters ending in March 2001, June 2001, and September 2001 – if you meet the $100 million filing threshold on the last trading day of at least one month during the year 2000.

If you file a public Form 13F, you must file electronically using EDGAR.

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

Filer Support II
Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

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

Form 13F is a single EDGAR document with three separate parts: the Cover Page, the Summary Page, and the Information Table. See Special Instructions 1 and 3-13 to Form 13F.

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].

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 list them separately. 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, they both meet 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.

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.

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.

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.

You should check the Official List of Section 13(f) securities to see whether the option is a Section 13(f) security.

You should report put or call options that you hold. The same is true for warrants. 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.

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).

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.

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.

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.

See Section 13(f)(3) and Confidential Treatment Instructions 1-4 to Form 13F [Adobe Acrobat^® (PDF) file].

Section 13(f)(3) 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)(3) 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 in accordance with the Freedom of Information Act. See 5 U.S.C. § 552, available at http://law.house.gov. At a minimum, requests for confidential treatment must satisfy the requirements of 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://law.house.gov.

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.

No. See Securities Exchange Act Section 13(f)(3), and Section 13(f)(5)(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)(5)(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.

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.

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].

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).

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.

The institutional investment manager that filed the original Form 13F 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. 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.

If your original filing includes incorrect information, you should correct any error(s) and file an amendment. In your amendment, you can either resubmit your entire filing, as corrected, or limit the amendment to the corrected information. If 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.

When completing the Summary Page for any amendment, you should limit the information about the Information Table Entry Total (i.e., number of holdings) and the Information Table Value Total (i.e., aggregate fair market value) to the holdings listed on the amendment. See Special Instruction 7 to Form 13F [Adobe Acrobat^® (PDF) file], and FAQs 35-36.

On the amendment, you should also limit the information in the List of Other Included Managers section and on the Number of Other Included Managers line of the Report Summary section to what is actually being amended.

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.

If you would like to include any brief explanatory remarks about the amendment, you should insert them 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).

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.

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.

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.

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

• SEC Release No. 34-13396 (March 22, 1977) (proposing release).
   
• SEC Release No. 34-14852 (June 15, 1978) (adopting release).
   
• SEC Release No. 34-15292 (November 2, 1978) (interpretive Q&A re reporting requirements & mechanics of reporting).
   
• SEC Release No. 34-15461 (January 5, 1979) (changing from annual to quarterly filing).
   
• SEC Release No. 34-15979 (June 28, 1979) (amending the form to clarify the procedural and substantive criteria for confidential treatment).
   
• SEC Release No. 34-21539 (December 5, 1984) (proposing amendments for risk arbitrage instructions and duration of confidential treatment).
   
• SEC Release No. 34-22038 (May 14, 1985) (adopting amendments for risk arbitrage instructions and duration of confidential treatment).
   
• SEC Release No. 34-38800 (July 1, 1997) (EDGAR proposing release).
   
• SEC Release No. 34-40934 (January 12, 1999) (EDGAR adopting release).

Modified: 05/15/2008