Frequently Asked Questions

What is the EDGAR?

EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (SEC). Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.

What is the Form 13F?

Form 13F is the reporting form filed by institutional investment managers pursuant to Section 13(f) of the Securities Exchange Act of 1934.

Congress passed Section 13(f) of the Securities Exchange Act in 1975 in order to increase the public availability of information regarding the securities holdings of institutional investors. Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets.

Who must file Form 13F?

Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13(f) securities must file Form 13F.

What is an Institutional Investment Manager?

An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. For example, banks, insurance companies, and broker/dealers are institutional investment managers. So are corporations and pension funds that manage their own investment portfolios.

An institutional investment manager is also a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. For example, an investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager. So is the trust department of a bank.

A trustee is an institutional investment manager, but a natural person who exercises investment discretion over his or her own account is not an institutional investment manager.

What is Investment Discretion?

An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management; or (ii) the manager makes decisions about which securities are bought or sold for the account(s), even though someone else is responsible for the investment decisions.

A manager also has investment discretion with respect to all accounts over which any natural person, company, or government instrumentality under its control exercises investment discretion. For example, by virtue of their corporate relationship, bank holding companies share investment discretion with their bank trust departments, and parent corporations share investment discretion with their subsidiaries.

What are 13F Securities?

These are securities that may be reported on Form 13F. A list of these securities - called the Official List of Section 13(f) Securities - is available shortly after the end of each calendar quarter on the SEC's website, at http://www.sec.gov/divisions/investment/13flists.htm. Section 13(f) securities are equity securities of a class described in Section 13(d)(1) of the Securities Exchange Act.

The Official List of Section 13(f) Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs). Certain convertible debt securities, equity options, and warrants are on the Official List and may be reported.

Securities that are not on the Official List should not be reported on Form 13F. For example, shares of open-end investment companies, i.e., mutual funds, are not included on the list and, therefore, should not be reported on Form 13F.

What are the different types of 13F Filings?

There are three types of 13F filings: 13F Notice Report, 13F Holdings Report, and 13F Combination Report.

• If all of your Section 13(f) securities are listed on your Form 13F, you are filing a 13F Holdings Report.

• If some of your Section 13(f) securities are listed on your Form 13F and the rest of your Section 13(f) securities are listed on someone else's Form 13F, you are filing a 13F Combination Report.

• If none of your Section 13(f) securities is listed on your Form 13F because all of your Section 13(f) securities are reported on someone else's Form 13F, you are filing a 13F Notice. When filing a 13F Notice, you submit only a cover page. It must include the name(s) of other manager(s) reporting for you.

When is the Form 13F filing due?

The first such filing is due within 45 days after the end of the fourth quarter of the calendar year, i.e., the quarter ending December 31 of the same calendar year that you meet the $100 million filing threshold. The filing is due within 45 days after December 31, or, stated differently, by February 14 of the subsequent calendar year.

Rule 13f-1(a)(1) also requires that you submit three additional Form 13F filings during the subsequent calendar year. Each filing is due within 45 days after the end of the calendar quarter, i.e., the calendar quarters that end on March 31, June 30, and September 30.

When the filing deadline falls on a Saturday, Sunday, or a holiday, then your filing is due on the first business day thereafter.

Your Form 13F filing obligation will continue from year-to-year as long as you continue to meet the requirements of Section 13(f) and Rule 13f-1, and the $100 million filing threshold set forth in Rule 13f-1(a)(1).

What is Investment Discretion?

An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management; or (ii) the manager makes decisions about which securities are bought or sold for the account(s), even though someone else is responsible for the investment decisions.

A manager also has investment discretion with respect to all accounts over which any natural person, company, or government instrumentality under its control exercises investment discretion. For example, by virtue of their corporate relationship, bank holding companies share investment discretion with their bank trust departments, and parent corporations share investment discretion with their subsidiaries.

Can I omit certain Section 13(f) securities from my filing?

If your position in a security meets two specific requirements, you do not have to list certain small positions of Section 13(f) securities on your Form 13F.

1. You must hold fewer than 10,000 shares of a given issuer.

2. The aggregate fair market value of your holdings in that same issuer must be less than $200,000.

You must meet both of these requirements. If you prefer, you are allowed to include these small positions on your filing.

How do I report options on Form 13F?

You may report put or call options that you hold and that are included on the Official List of 13F Securities. If the holdings being reported are put or call options, enter the designation “Put” or “Call,” in the Information Table as appropriate.

You should not report put or call options that you write. This means that your short options positions like your short equity positions will not be reported on Form 13F or subtracted from a long position in the same issuer. Keep the following three points in mind when reporting options:

1. The CUSIP listed should match the CUSIP of the underlying security, not the CUSIP of the option itself.

2. The number of shares needs to be presented as the number of shares that the options contracts have the right to purchase, not the number of options contracts themselves (ex: 1 option contract would be reported as 100 shares in the Shares/PRN Amt column).

3. The value reported should be the value of the securities underlying the options, not the options themselves.