13D vs 13G: what is the difference?
Both are filed by a holder who has passed 5% of a company's voting class. A 13D says the holder may seek to influence control; a 13G says it does not.
13G is the short form, for passive holders and for qualifying institutions. Neither one is a 13F.
Schedule 13D — the long form
Filed under Section 13(d) of the Securities Exchange Act by anyone crossing 5% of a registered class of voting equity who cannot use the short form. Since the SEC's 2023 amendments took effect in 2024 it is due within five business days of crossing the threshold (it was ten calendar days), and a material change is amended within two business days. It names the holder, the source of the funds and — the part that carries the signal — the purpose of the transaction and any plan for the issuer.
Schedule 13G — the short form
Filed by three categories of holder who state no control intent: qualified institutional investors (registered advisers, banks, insurers and their kind), exempt investors, and passive investors holding under 20%. Deadlines differ by category and are pinned to quarter ends and month ends rather than to the crossing itself, so a 13G can arrive well after the position was built. The SEC's own rule page carries the current table per category, and it is the one to read — the categories moved in 2024 and would be wrong from memory.
Neither one is a 13F
A 13D or 13G is about one holder's stake in one issuer, filed when a threshold is crossed. A Form 13F is a quarterly list of one manager's entire US-listed long book, filed on a calendar, whether anything changed or not. A 5% stake can appear on a 13D months before the manager's next 13F names it.
Where to read them
- Institutional ownership, filer by filer — the 13F side, which is what we ingest.
- How the 13F figures are computed and where they are withheld.
- The filings themselves are on the SEC's EDGAR full-text search, free.
Sources
Securities Exchange Act Sections 13(d) and 13(g), SEC Rules 13d-1 and 13d-2, and the SEC's 2023 amendments to the beneficial-ownership reporting rules. See the data sources page for what we hold and what we do not.