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Vedder Thinking | Articles SEC Proposes Updated Form 13F Reporting Threshold for Institutional Investment Managers


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On July 10, 2020, the SEC proposed rule amendments that, among other things, would raise the Form 13F reporting threshold for institutional investment managers from $100 million to $3.5 billion. Form 13F is filed by those institutional investment managers that exercise investment discretion with respect to accounts holding certain equity securities having an aggregate fair market value on the last trading day of any month of $100 million or more. The SEC staff intends on reviewing the Form 13F reporting threshold every five years to determine whether it continues to be appropriate.

In addition to raising the reporting threshold, the proposed rule:

  • eliminates the omission threshold for individual securities on Form 13F, such that managers may no longer omit from reporting certain de minimis holdings based on number of shares or market value—i.e., requiring managers meeting the increased reporting threshold to report all holdings, regardless of size;
  • requires a filer to include its CRD number and SEC filing number, if any, on Form 13F;
  • makes certain technical amendments consistent with the SEC’s existing XML data format; and
  • modifies the standard applied to requests for confidential treatment of information disclosed on Form 13F.

Comments to the proposed rule must be received by the SEC on or before September 29, 2020.

The SEC’s proposing release is available here.


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