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SEC RIN: 3235-AM93 Publication ID: Spring 2022 
Title: Modernization of Beneficial Ownership Reporting 

The Division is considering recommending that the Commission adopt rule amendments to modernize the beneficial ownership reporting obligations. The Commission proposed amendments that would accelerate the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G.  The proposed amendments also would deem holders of certain cash-settled derivative securities as beneficial owners of the reference equity securities and clarify the disclosure requirements of Schedule 13D with respect to derivative securities.  In addition, the proposed amendments would clarify and affirm the operation of the beneficial ownership reporting rules as applied to two or more persons that form a group under the Securities Exchange Act of 1934, and provide new exemptions to permit such persons to communicate with each other, jointly engage issuers, and execute certain transactions without being subject to regulation as a group. 

Agency: Securities and Exchange Commission(SEC)  Priority: Substantive, Nonsignificant 
RIN Status: Previously published in the Unified Agenda Agenda Stage of Rulemaking: Final Rule Stage 
Major: Undetermined  Unfunded Mandates: No 
CFR Citation: Not Yet Determined     (To search for a specific CFR, visit the Code of Federal Regulations.)
Legal Authority: Not Yet Determined   
Legal Deadline:  None
Action Date FR Cite
NPRM  03/10/2022  87 FR 13846   
NPRM Comment Period End  04/11/2022 
Final Action  04/00/2023 
Regulatory Flexibility Analysis Required: Undetermined  Government Levels Affected: None 
Federalism: No 
Included in the Regulatory Plan: No 
RIN Data Printed in the FR: No 
Agency Contact:
Ted Yu
Division of Corporation Finance
Securities and Exchange Commission
100 F Street NE,
Washington, DC 20549
Phone:202 551-3440

Carol McGee
Division of Trading and Markets
Securities and Exchange Commission
100 F Street NE,
Washington, DC 20549
Phone:202 551-5870