Activist Stakes

13D and 13G are the same threshold and opposite signals

Section 13(d) of the Exchange Act requires anyone acquiring beneficial ownership of more than 5% of a registered voting class to disclose it. There are two forms, and which one you are eligible for is determined entirely by what you intend to do.

• Schedule 13G is for passive holders and qualified institutions — index funds, most asset managers, holders who came by the position in the ordinary course and have no plan to influence control. It is short, and it is filed constantly.
• Schedule 13D is for everyone else, and Item 4 of the form requires the filer to state the purpose of the transaction: whether they intend to seek board representation, push a sale, oppose a merger, or change the business. That disclosure is the entire value of the form.

A holder who files 13G and then decides to get involved has to convert to a 13D. That conversion is one of the more informative events in public filings, because it is a formal statement that a passive position has become an active one.

The clock is what makes it useful

A 13D is due within five business days of crossing the threshold, and amendments are due promptly on any material change. Compare that with Form 13F, which discloses institutional positions up to forty-five days after the quarter ends — by which time a position may be long gone. Among ownership disclosures, 13D is close to real time.

It is also why the amendments matter as much as the originals. A 13D/A can report a stake increased, cut, or exited entirely, and it can report a settlement reached with the board. Reading only the original filings gives you every entrance and no exits.

How to read the percentage

Percent of class is what the filer calculated: their shares divided by the share count they believed was outstanding, on the date they chose. Two filers in one company will often be working from different denominators, and the figure can drift out of date as the company issues or retires stock without anyone amending. It is reported here as filed, and it should not be added across filers or compared between them to the decimal.

Note also that beneficial ownership includes shares the filer has the right to acquire within sixty days, so a figure here can include options and convertibles rather than shares actually held.

Why most companies here have no page on this site

Activism concentrates in small companies, because a fund can buy a controlling influence in one for a sum that would not register at a large one. The security pages on this site cover the liquid end of the US market — names trading at least a million dollars a day with three years of history — and a good share of 13D targets sit below that. Where there is no page, the company name links to its filing history on EDGAR instead.

Where this comes from

EDGAR's quarterly form index lists every filing; the detail is read from each filing's own structured document. There is no bulk dataset for 13D, so this is assembled filing by filing and backfills incrementally. Related disclosure on this site: institutional holdings from Form 13F, insider transactions from Form 4, and congressional trades under the STOCK Act. Everything for one company is on its own page — see any ticker under security pages.