Section 13(f) of the Securities Exchange Act of 1934 requires that every institutional investment manager which exercises investment discretion with respect to accounts holding certain equity securities having an aggregate fair market value on the last trading day in any of the preceding twelve (12) months of at least one hundred million ($100,000,000) dollars, file reports with the United States Securities and Exchange Commission (“SEC”). Such reports shall include for each equity security held on the last day of a reporting period, the name of the issuer, title, class, CUSIP number, number of shares or principal amount, the aggregate fair market value of each security and the nature of investment discretion and voting authority possessed. These reports are required to be filed annually within forty-five (45) days after the last day of the calendar year on Form 13F.
An “institutional investment manager” includes “any person, other than a natural person .buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person.” An institutional investment manager is deemed to exercise “investment discretion” with respect to all accounts over which any person under its control exercises investment discretion.
The equity securities referenced in Section 13(f) refers to certain classes of securities admitted to trading on a national securities exchange or quoted on the automated quotation system of a registered securities association. Institutional investment managers may rely on a list of these securities as published by the SEC.