On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U.S.-listed equities on Form 13F. The SEC’s proposal would increase the 13F reporting threshold 35 fold — from $100 million to $3.5 billion — and eliminate the ability to exclude de minimis positions from reporting on Form 13F. According to the SEC, almost 90% of the investment managers who file a Form 13F today would no longer be required to do so. However, the SEC’s data shows that the institutional investment managers that would need to continue reporting are responsible for disclosing over 90% of the aggregate dollar value of securities reported on Form 13F — likely reflecting the increase in the proportion of the market held by the largest mutual fund managers. While the proposed increase in the reporting threshold is significant, the SEC’s proposal is also notable for its decision not to consider significant changes to the 13F reporting regime suggested by the various commentators over the past several years.
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