13D and 13G: who owns more than 5% of a company

13D: the investor wants influence

Whoever crosses 5% intending to influence the company (board seats, a sale, a change of strategy) files a 13D within 5 business days. It is the typical activist filing, as with Nelson Peltz, Carl Icahn or Starboard Value.

Source: SEC interpretations: Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G

13G: passive investment

Investors crossing 5% with no intent to influence (index funds, traditional managers) file the shorter 13G, with longer deadlines.

Why it matters

They arrive much earlier than the 13F (days, not months) and show concentrated bets. Each stock profile shows recent 13D and 13G filings, linking to the document.

When it has to be filed

The duty arises when a person, or a group acting together, comes to own more than 5% of a class of voting shares of a listed company. What counts is “beneficial” ownership: whoever decides the vote or the sale, even if the shares sit in the name of a fund or a company. Under the rules in force since 2024, a 13D is filed within five business days of crossing 5%, and every material change (broadly, one percentage point or more, or a change of plans) is reported in an amendment within two business days. A 13G has longer deadlines: institutional investors file it within 45 days after the end of the quarter in which they went above 5%, and sooner if they pass 10%.

What a 13D says inside

A 13D is a document with numbered sections. Three get read the most. Item 3 says where the money for the purchase came from: own funds, clients' funds or borrowed money. Item 4, “purpose of transaction”, is the heart of it: the filer states whether it plans to seek board seats, propose a sale of the company, oppose a merger or simply hold the investment and talk to management. Item 5 gives the exact number of shares, the percentage of the class and the trades of the last 60 days, with dates and prices. Agreements with the company or with other shareholders are attached as exhibits. A 13G, by contrast, is short: who the filer is, how much it holds and the statement that it does not seek to influence control.

From 13G to 13D and back

The same shareholder can switch forms. If it held a 13G and decides to get involved in how the company is run, it has to move to a 13D and explain its plans: that switch is often more informative than the stake itself, because it shows that someone who was passive no longer is. The reverse path exists too: an investor that stops seeking changes can go back to a 13G. And when the stake falls below 5%, a last amendment says so and the duty to report ends. That is why the absence of new filings does not mean the shareholder is still there: it may have dropped below the threshold.

What these forms do not say

The percentage is calculated on one class of shares, not on the whole company: in firms with two classes, 8% of class A may be far less of total capital. The number sometimes includes options and other rights to buy shares within the next 60 days, so they are not always shares already bought. Several filers can report the same shares (the fund, its manager and the person who controls it), and adding them up counts the same thing three times. Nor do the forms give the average price of the whole position, only that of recent trades. And index providers and index-tracking funds file huge numbers of 13Gs with no view behind them: they hold the stock because it is in the index.

How they relate to the 13F

They are different documents that complement each other. The 13F arrives four times a year, up to 45 days after quarter end, and shows a firm's whole stock portfolio. The 13D arrives within days of crossing 5% in a single company, with the date of the event and the plans. A large manager can appear in both: in the 13F with a hundred positions and in a 13D for the one where it holds more than 5%. When the two figures disagree, the reason is almost always the date: the 13F is as of quarter end and the 13D as of the trade date.

How they appear on this site

Each 13D and 13G is shown with three separate dates, because they mean different things: the date of the event that triggered the filing, the date it was filed with the SEC and, when there is one, the date of the amendment. Amendments are kept apart from initial filings: an amendment that takes the stake from 9% down to 7% is not a purchase. When the filer also files a 13F, its name links to its full portfolio, so you can see how much that company weighs among everything it holds. In companies with two share classes, the filing is assigned to the class it names. And when several entities of the same group report the same shares, they are shown once. The percentage is the one the filer wrote: it is not recalculated.