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Form 13H
Practical Law Glossary Item w-000-4563 (Approx. 3 pages)
Glossary
Form 13H
Form 13H is an SEC form required under Exchange Act Rule 13h-1 as part of the SEC's large trader reporting system. Under Rule 13h-1, a large trader is generally defined as a person, including any natural or legal person (domestic or foreign), whose transactions in NMS securities (defined below) equal or exceed either:
- Two million shares or $20 million during any calendar day.
- 20 million shares or $200 million during any calendar month.
Some common capital markets and business combination transactions are excluded when calculating these thresholds, including:
- Transactions that are part of an offering of securities by or on behalf of an issuer, or by an underwriter on behalf of an issuer or an agent for an issuer.
- Sales of securities by selling shareholders in connection with an IPO or in a registered secondary offering if the shareholder is an employee of the issuer and the securities were acquired as part of the employee's compensation.
- Issuer self-tenders and stock buybacks (including buybacks under Rule 10b-18).
- Transactions to effect a business combination, including reclassifications, mergers, consolidations or tender offers subject to Section 14(d) of the Exchange Act.
For purposes of Rule 13h-1, an NMS security is any security or class of securities for which transaction reports are collected, processed, and made available pursuant to an effective transaction reporting plan, or an effective national market system plan for reporting transactions in listed options. This generally includes securities listed on any national securities exchange, including Nasdaq.
Large traders are required to register with the SEC by making an initial filing on Form 13H promptly (within 10 days) after crossing the transaction threshold set out in the definition of large trader. On filing its initial Form 13H, a large trader receives a large trader identification number (LTID) that it must provide to all US registered broker-dealers effecting transactions on its behalf. After its initial filing, a large trader must also make:
- A mandatory annual filing on Form 13H (Form 13H-A) within 45 days after the end of each full calendar year.
- A quarterly filing on Form 13H (Form 13H-Q) within 10 days after the end of any calendar quarter if necessary to amend any inaccurate or changed information in its most recent Form 13H filing.
A large trader may opt to file a combined annual/quarterly Form 13H within 10 days after the end of the last quarter of the calendar year.
For more information on Form 13H, see:
- The final rule adopting release for Rule 13h-1 and Form 13H under Section 13(h) of the Exchange Act (SEC Release No. 34-64976 (July 27, 2011)).
- A related SEC Order temporarily exempting broker-dealers from the recordkeeping, reporting and monitoring requirements of Rule 13h-1 and granting an exemption for certain securities transactions (SEC Release No. 34-66839 (April 20, 2012)).
- Responses to Frequently Asked Questions Concerning Large Trader Reporting, published by the SEC.
- A related SEC Order exempting certain large traders from the self-identification requirements of Rule 13h-1 and exempting certain broker-dealers from the recordkeeping, reporting and monitoring responsibilities under the Rule (SEC Release No. 34-76322 (October 30, 2015)).