As described in Final Rule 33-11253, the SEC is changing how beneficial ownership reports will be filed as well as changes to their compliance reporting deadlines. Previously, these reports were filed on EDGAR using either HTML or plain text documents but will be required to be filed using an XML structured data format, similar to the recent Form 144 modernization.
As well as changing the reporting format, the filing deadlines for both 13D and 13G were shortened/halved and both are currently disseminated on the same business day even if filed after 5:30 PM Eastern—similar to Section 16 filings.
Note: The compliance date for filing in the new structured data format was December 18, 2024. On September 30, 2024, the Schedule 13G filing deadline was reduced from 10 calendar days to 5 business days, and amendments must be filed within 45 calendar days following quarter end.
The new XML-based EDGAR form types are SCHEDULE 13D and SCHEDULE 13G (and amended types) to distinguish them from the HTML-based SC 13D and SC 13G. Both variants are currently supported by EDGAR and the HTML versions were permitted to be filed until the December 18, 2024 deadline.
While the HTML-based form types are filed on EDGAR, SCHEDULE 13D and 13G are filed on the OnlineForms site along with Section 16 types and Form 144. The SEC provides an online web app for Schedule 13D and 13G on the OnlineForms site, and Workiva filings can be imported into this using the Download EIS feature in the Filing Experience. Choose the “Continue with any saved” option in the SEC’s site (under Schedule 13D or Schedule 13G in the left sidebar) and upload the .eis file, or file directly from the Workiva application.
Workiva’s Implementation
Schedule 13D Spreadsheet Template
Schedule 13G Spreadsheet Template
As with Form 144, Workiva’s implementation of Schedule 13 involves two parts—a Spreadsheet template and a Filing Wizard component. Use the uppercase SCHEDULE 13D, SCHEDULE 13D/A, SCHEDULE 13G, and SCHEDULE 13G/A form type names to differentiate them from the previous HTML-based SC 13D and SC 13G forms.
There are separate templates for 13D or 13D/A and 13G or 13G/A and both have real-time validation of required fields and values, noted by the blue cell background. The template indicates the Row Number from the regulatory documentation. Values that are indicated to be “checked” will be considered unchecked if they are blank, while any non-whitespace value will be considered checked (by default, we provide a drop-down item “x” to indicate checked).
One reporting person’s information should be provided on each sheet. For multiple people reporting as a group, duplicate the template sheet for each additional reporting person. The sheet name is not important to the conversion process, so you can rename the sheet to the reporting person’s name or other value. Schedule 13 Items 1 - 7 (13D) or Items 1-10 (13G) are reported on the “Items 1 through 7” or “Items 1 through 10” sheets. Sheets in the Spreadsheet which do not conform to the template format will be ignored.
There are no text cover page documents (HTML or otherwise) involved in the filing. The HTML cover page rendering is automatically generated based on the Spreadsheet and Filing Wizard values which are combined to produce the XML submitted to EDGAR.