What is a 13F filing? What it shows about a fund, and what it leaves out

Updated

Form 13F is a quarterly report that institutional investment managers file pursuant to Section 13(f) of the Securities Exchange Act of 1934[1]. It lists certain U.S.-listed holdings with the number of shares owned and their fair market value as of the end of the calendar quarter.[2] It also leaves things out, including short positions[3], mutual funds[4] and some small positions[5].

Who has to file

Congress passed Section 13(f) of the Securities Exchange Act in 1975 in order to increase the public availability of information regarding the securities holdings of institutional investors.[6]

The filing duty applies to managers that exercise investment discretion over $100 million or more in Section 13(f) securities[7]. "Investment discretion" means the manager has the power to determine which securities are bought or sold for the account(s) under management[8].

An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account.[9] For example, banks, insurance companies, and broker/dealers are institutional investment managers.[10] An investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager.[11] However, a natural person who exercises investment discretion over his or her own account is not an institutional investment manager.[12]

Foreign managers must file too, if they: (1) use any means or instrumentality of United States interstate commerce in the course of their business; and (2) exercise investment discretion over $100 million or more in Section 13(f) securities.[13]

When it is due

A manager must file within 45 days after the end of the calendar year and each of the first three calendar quarters of the subsequent calendar year.[14] The year-end report is due within 45 days after December 31, or, stated differently, by February 14 of the subsequent calendar year.[15] The other three cover the calendar quarters that end on March 31, June 30, and September 30.[16]

When the filing deadline falls on a Saturday, Sunday or a holiday, then the filing is due on the first business day thereafter.[17] The SEC does not grant any extensions.[18]

Once a manager crosses the threshold, it will need to submit filings for the March, June, and September quarters of the following calendar year, even if the market value of its Section 13(f) securities falls below the $100 million level.[19]

Filings go on the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system[20], the SEC's public filing database.

What it shows

This form consists of three parts: the Form 13F Cover Page ("Cover Page"), the Form 13F Summary Page ("Summary Page"), and the Form 13F Information Table ("Information Table").[21]

Only "Section 13(f) securities" appear. These come from an official SEC list that primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs).[22] Certain convertible debt securities, equity options, and warrants are on the Official List and may be reported.[23]

For each holding, the Information Table gives the issuer's name, the title of the class of the security[24], and the nine (9) digit CUSIP number[25], an identifying code for the security. It also shows the total number of shares of the class of security or the principal amount of such class.[26] Values use the value at the close of trading on the last trading day of the calendar year or quarter[27], rounded to the nearest dollar.[28]

Two further columns describe control. One shows investment discretion as "sole" (SOLE); "shared-defined" (DEFINED); or "shared-other" (OTHER)[29]. The other shows the number of shares for which the Manager exercises sole, shared, or no voting authority[30].

The Summary Page gives the entry total, the total number of line items reported[31], and the value total, the total fair market value of all the manager's Section 13(f) securities.[32]

What it does not show

  • Short positions. Managers should not subtract short position(s) in a security from long position(s) in that same security; report only the long position.[33] Likewise, put or call options the manager writes[34] are not reported.
  • Mutual funds. Shares of open-end investment companies, i.e., mutual funds, are not included on the list and, therefore, should not be reported on Form 13F.[35]
  • Shares traded only abroad. Shares of securities that trade on non-United States exchanges (e.g., Toronto Stock Exchange, London's FTSE, Tokyo's Nikkei) should not be reported on Form 13F.[36]
  • Small positions. A manager may omit a holding of fewer than 10,000 shares (or less than $200,000 principal amount in the case of convertible debt securities) and less than $200,000 aggregate fair market value[37].
  • Confidential holdings. The SEC may prevent or delay public disclosure of information reported on this form[38]. For commercial reasons, the time period specified may not exceed one (1) year from the date that the Manager is required to file the Form 13F report[39].
  • Holdings reported elsewhere. If two or more Managers, each of which is required by rule 13f-1 to file a report on Form 13F for the reporting period, exercise investment discretion with respect to the same securities, only one such Manager must include information regarding such securities in its reports on Form 13F.[40]

How to read one

Check the report type. A Holdings Report means all of the manager's Section 13(f) securities are listed on its own Form 13F[41]. A Combination Report means some are listed and the rest are listed on another manager's Form 13F[42]. A Notice means all holdings are reported by someone else, and the manager submits only a cover page.[43]

Look for amendments. A restatement will supersede the original filing.[44] An amendment that adds holdings will supplement the original filing.[45] When previously confidential holdings are released, the cover page carries a legend stating THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON (DATE) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT[46].

Expect repeated names. One issuer can take several lines if the manager holds more than one class of Section 13(f) security in that issuer, or if it reports different types of investment discretion over the same class of shares in a given issuer (e.g., sole for some shares; shared-defined for others).[47]

Read option lines carefully. Most of the column entries for an option refer to the underlying security, rather than to the option itself (i.e., Columns 1-5 and 7-8).[48]

Mind older filings. Rounding to the nearest dollar, required from January 3, 2023, represents a change from the prior requirement to round such values to the nearest thousand dollars.[49]

Remember what acceptance means. An acceptance message does not address the substantive accuracy or correctness of the filing.[50]

On GetSignal

getsignal.finance/funds lists the fund managers we track. Each fund page, for example getsignal.finance/funds/bill-ackman, shows the latest 13F: disclosed value, number of positions, sector mix, largest holdings and what changed from the previous filing. In the app, you can get a push when a fund you follow files a new 13F.

This page explains a public disclosure. It is not legal or investment advice.

Sources

Citations (50)

Each bracketed number in the text points to the passage of the source it rests on.

  1. FAQ: "Form 13F is the reporting form filed by institutional investment managers pursuant to Section 13(f) of the Securities Exchange Act of 1934."
  2. FAQ: "...the number of shares owned; and the fair market value of the securities listed, as of the end of the calendar quarter."
  3. FAQ: "You should not include short positions on Form 13F."
  4. FAQ: "...mutual funds, are not included on the list and, therefore, should not be reported on Form 13F."
  5. FAQ: "If your position in a security meets two specific requirements, you do not have to list certain small positions of Section 13(f) securities on your Form 13F."
  6. FAQ: "Congress passed Section 13(f) of the Securities Exchange Act in 1975 in order to increase the public availability of information regarding the securities holdings of institutional investors."
  7. FAQ: "Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13(f) securities must file Form 13F."
  8. FAQ: "An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management..."
  9. FAQ: "An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account."
  10. FAQ: "For example, banks, insurance companies, and broker/dealers are institutional investment managers."
  11. FAQ: "For example, an investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager."
  12. FAQ: "A trustee is an institutional investment manager, but a natural person who exercises investment discretion over his or her own account is not an institutional investment manager."
  13. FAQ: "Yes, if they: (1) use any means or instrumentality of United States interstate commerce in the course of their business; and (2) exercise investment discretion over $100 million or more in Section 13(f) securities."
  14. Instructions: "Rule 13f-1(a)(1) provides that a Manager must file a Form 13F report with the Commission within 45 days after the end of the calendar year and each of the first three calendar quarters of the subsequent calendar year."
  15. FAQ: "The filing is due within 45 days after December 31, or, stated differently, by February 14 of the subsequent calendar year."
  16. FAQ: "...the calendar quarters that end on March 31, June 30, and September 30."
  17. FAQ: "...falls on a Saturday, Sunday or a holiday, then your filing is due on the first business day thereafter."
  18. FAQ: "We do not grant any extensions, so you should not call and ask for one or write us a letter explaining that your filing will be late."
  19. FAQ: "You subsequently will need to submit filings for the March, June, and September quarters of the following calendar year, even if the market value of your Section 13(f) securities falls below the $100 million level."
  20. Instructions: "Form 13F must be filed electronically on the Commission's Electronic Data Gathering, Analysis, and Retrieval ('EDGAR') system, unless a hardship exemption has been granted."
  21. Instructions: "This form consists of three parts: the Form 13F Cover Page ('Cover Page'), the Form 13F Summary Page ('Summary Page'), and the Form 13F Information Table ('Information Table')."
  22. FAQ: "The Official List of Section 13(f) Securities primarily includes U.S. exchange-traded stocks (e.g., NYSE, AMEX, NASDAQ), shares of closed-end investment companies, and shares of exchange-traded funds (ETFs)."
  23. FAQ: "Certain convertible debt securities, equity options, and warrants are on the Official List and may be reported."
  24. Instructions: "Enter in Column 2 the title of the class of the security reported as it appears in the 13F List."
  25. Instructions: "Enter in Column 3 the nine (9) digit CUSIP number."
  26. Instructions: "Enter in Column 5 the total number of shares of the class of security or the principal amount of such class."
  27. Instructions: "In determining fair market value, use the value at the close of trading on the last trading day of the calendar year or quarter, as appropriate."
  28. Instructions: "Enter values rounded to the nearest dollar."
  29. Instructions: "Designate investment discretion as 'sole' (SOLE); 'shared-defined' (DEFINED); or 'shared-other' (OTHER)."
  30. Instructions: "Enter the number of shares for which the Manager exercises sole, shared, or no voting authority (none) in this column, as appropriate."
  31. FAQ: "This is the total number of line items reported on your Form 13F."
  32. FAQ: "This is the total fair market value of all of your Section 13(f) securities."
  33. FAQ: "You also should not subtract your short position(s) in a security from your long position(s) in that same security; report only the long position."
  34. FAQ: "You should not report put or call options that you write."
  35. FAQ: "For example, shares of open-end investment companies, i.e., mutual funds, are not included on the list and, therefore, should not be reported on Form 13F."
  36. FAQ: "Shares of securities that trade on non-United States exchanges (e.g., Toronto Stock Exchange, London's FTSE, Tokyo's Nikkei) should not be reported on Form 13F."
  37. Instructions: "A Manager may omit holdings otherwise reportable if the Manager holds, on the period end date, fewer than 10,000 shares (or less than $200,000 principal amount in the case of convertible debt securities) and less than $200,000 aggregate fair market value..."
  38. Instructions: "...the Commission (1) may prevent or delay public disclosure of information reported on this form in accordance with Section 552 of Title 5 of the United States Code, the Freedom of Information Act..."
  39. Instructions: "The time period specified may not exceed one (1) year from the date that the Manager is required to file the Form 13F report with the Commission."
  40. Instructions: "If two or more Managers, each of which is required by rule 13f-1 to file a report on Form 13F for the reporting period, exercise investment discretion with respect to the same securities, only one such Manager must include information regarding such securities in its reports on Form 13F."
  41. FAQ: "If all of your Section 13(f) securities are listed on your Form 13F, you are filing a 13F Holdings Report."
  42. FAQ: "If some of your Section 13(f) securities are listed on your Form 13F and the rest of your Section 13(f) securities are listed on someone else's Form 13F, you are filing a 13F Combination Report."
  43. FAQ: "When filing a 13F Notice, you submit only a cover page."
  44. FAQ: "When you resubmit the entire filing, your amended filing will supersede your original filing."
  45. FAQ: "The amended filing will supplement the original filing."
  46. Instructions: "The Manager must include at the top of the Form 13F Cover Page the following legend: THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON (DATE) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT..."
  47. FAQ: "You will have multiple line items for a single issuer if: (1) you hold more than one class of Section 13(f) security in that issuer, and/or (2) you report different types of investment discretion over the same class of shares in a given issuer (e.g., sole for some shares; shared-defined for others)."
  48. FAQ: "...most of the column entries for an option refer to the underlying security, rather than to the option itself (i.e., Columns 1-5 and 7-8)."
  49. FAQ: "The requirement starting January 3, 2023 to round to the nearest dollar represents a change from the prior requirement to round such values to the nearest thousand dollars."
  50. FAQ: "An acceptance message does not address the substantive accuracy or correctness of the filing."