Under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), advisers and brokers who exercise investment discretion over accounts which hold exchange-traded equity securities may be required to file acquisition and ownership reports with the Securities and Exchange Commission (the “SEC”) in certain circumstances. These reports, which are required by Section 13 of the Exchange Act, may be filed on Schedule 13D, Schedule 13G and/or Schedule 13F, each of which are discussed in more detail below. A firm (and in some cases its “controlling persons”) will likely have a Section 13 reporting obligation if, as of December 31, 2008, the firm:
- managed discretionary accounts (including accounts managed for insiders) that, in the aggregate, held more than 5% of the voting, equity securities of any SEC-reporting company, closed-end fund or insurance company, as described further below (a Section 13(d) or Section 13(g) reporting obligation); or
- managed discretionary accounts holding, in the aggregate, equity securities with a market value of $100 million or more (a Section 13(f) reporting obligation).