Schedule 13G
M
Marcus ThornePlain English Definition
Schedule 13G is a "Passive Investor" version of 13D. It is used by institutional investors (like Vanguard or BlackRock) who own more than 5% but do not intend to influence control of the company.
The Trader's Take
The Signal
Signals long-term institutional support and "sticky" ownership.
The Noise
Many 13G filings are routine rebalancing by index funds.
Actionable Insights
- 1Look for new 13G filings from high-conviction hedge funds (e.g., Scion, Renaissance).
- 2If a 13G holder switches to a 13D, get ready for volatility.
Regulatory Context & Context
Allows "qualified institutional investors" and "passive investors" to report ownership with significantly less frequent disclosure requirements than Schedule 13D.
Common Misconceptions
Owning 5% doesn't mean they are "insiders" in the traditional sense.
A 13G filing doesn't always mean a fund just bought the stock; it might be their annual reporting requirement.
Frequently Asked Questions
Who can file a 13G?
Banks, insurance companies, and investment advisers who are passive.