In the new interpretations, the Division clarifies the application of the beneficial ownership standards of Exchange Act Section 13(d) and Rule 13d-3 to holders of total return equity swaps settled exclusively in cash. The staff also provides guidance on required Schedule 13D disclosures regarding the identity of certain investors and controlling persons of entities filing on Schedule 13D.

Although the CFIs are not rules, regulations, or statements of the Commission, they provide important staff direction on compliance with beneficial ownership reporting requirements. The CFIs, which appear on the SEC's website as staff guidance under the topic “Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting,” can be viewed here.

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Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Brian O'Fahey, and Weston Gaines.