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SEC Updates 13F Filing Threshold for Institutional Investment Managers

July 13th | 2020



The SEC recently filed a proposed rule to update the filing threshold for institutional investment managers 13F filings. The proposal raises the reporting threshold from $100 million to $3.5 billion to reflect the change in size and structure of the U.S. equities market since 1975, when Congress adopted the requirement for these managers to file holdings reports with the Commission. The proposal would also direct the SEC staff to conduct reviews of the Form 13F reporting threshold every five years and recommend adjustments if needed.

The proposal also would amend Form 13F to increase the information provided by institutional investment managers by eliminating the omission threshold for individual securities and requires managers to provide detailed information that will make the data collected by the form more usable. The proposal also seeks comments on potential compliance cost savings for small managers as well as indirect costs of the form, including how other market participants may use the data to copycat or front-run the managers who must file the form.


The SEC’s Office of Inspector General has recommended modernizing some of the SEC’s long-standing filing thresholds (i.e., 17-H) and this proposal is another example of that. On the other hand, there is an argument that raising the threshold reduces transparency and could hamstring the SEC’s surveillance, so the final rule could be quite different. At this stage, the 13F proposal will be subject to a 60-day comment period following publication in the Federal Register.

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