Section 13(g) of the Exchange Act requires any person (or group of persons) that has beneficial ownership of more than 5% of any class of equity securities registered under the Exchange Act but who falls within an exemption or exclusion from Section 13(d), or is not otherwise required to file a Schedule 13D, to file short-form ownership reports with the SEC on a Schedule 13G.

For example, stockholders who qualify as passive investors are permitted to file Schedule 13G reports instead of Schedule 13D.

For more information, see Practice Note, Section 13(d) Beneficial Ownership Reporting.