Schedule 13D When a person or group of persons acquires beneficial ownership of more than 5% of the number of outstanding shares in a class of a company's equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13D with the SEC. The term beneficial owner is defined under SEC rules. It includes any person who directly or indirectly exercises voting power or investment power (the power to buy or sell the security). Amendments to earlier filings are marked with '/A'.