Section 13(d) of the Exchange Act generally requires beneficial owners of more than 5% of publicly traded equity securities to file a Schedule 13D. Exchange Act Rule 13d-1(b) allows beneficial owners who meet certain institutional investor criteria and who do not have the purpose or effect of changing or influencing control of the Issuer, to file Schedule 13G within 45 days after the end of the calendar year in lieu of a Schedule 13D. If a beneficial owner’s ownership exceeds 10% of publicly traded equity, the initial Schedule 13G must be filed within 10 days after the last day of the calendar month in which ownership exceeded 10%.
 
Exchange Act Rule 13d-2 requires amendments to previously filed Schedule 13Gs within 45 days after calendar year-end if there are changes as of the end of the calendar year in the reported information (other than those caused by a change in an issuer’s securities outstanding).
 
Exchange Act Rule 13d-1(d) requires any person who, as of the end of any calendar year, is or becomes directly or indirectly the beneficial owner of more than 5% of publicly traded equity and who is not otherwise required to file Schedule 13D to file a Schedule 13G within 45 days after the end of the calendar year (for example, when the relevant shares were acquired prior to registration and certain other conditions are met).
 
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