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Schedule 13D filings are reserved for people or companies who may be interested in agitating for some kind of a change at the company, whereas "passive investors" are just that - passive.
What triggers a 13G filing?
Institutional investors must file a Schedule 13G within 45 days after the calendar year in which the investor holds more than 5% as of the year end or within 10 days after the end of the first month in which the person's beneficial ownership exceeds 10% of the class of equity securities computed as of the end of the....
When should we file Form 13G?
The initial Schedule 13G is due within 45 calendar days after the calendar year in which the person becomes obligated to file and amendments are due within 45 calendar days after the end of each calendar year thereafter to report any change in the information contained in the Schedule 13G.
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