SEC Proposes to Raise 13F Reporting Threshold to $3.5 Billion

July 15, 2020

On July 10, 2022 the SEC proposed1 to update the reporting threshold for Form 13F reports, raising the reporting threshold from $100 million to $3.5 billion to reflect the change in size and structure of the U.S. equities market since 1975, when Congress adopted the requirement for managers to file holdings reports with the SEC. Following the update to $3.5 billion, the SEC is proposing to review and potentially adjust that threshold every five years.

The proposal also would eliminate the omission threshold for individual securities (currently fewer than 10,000 shares (or less than $200,000 principal amount of convertible debt securities) and less than $200,000 aggregate fair market value), and require managers to provide additional identifying information by requiring each Form 13F filer to provide its CRD number and SEC filing number, if any.

The SEC is also proposing to make certain technical amendments to Form 13F reports, including to modernize the structure of data reporting consistent with its existing structured XML format.

Lastly, the SEC is proposing to amend the instructions on Form 13F for confidential treatment requests in order to be consistent with a recent U.S. Supreme Court decision (Food Marketing Institute v. Argus Leader Media2). The SEC is proposing to require managers seeking confidential treatment for information contained in Form 13F to demonstrate that the information is both customarily and actually kept private by the manager, and to show how the release of this information could cause harm to the manager.

There will be a 60-day comment period following publication of the proposal in the Federal Register.

Seward & Kissel will continue to monitor any developments regarding updates to Form 13F. If you have any questions regarding Form 13F or other issues in connection with regulatory requirements, please contact one of the attorneys listed below or your Seward & Kissel contact attorney.


1   Proposed Rule: Reporting Threshold for Institutional Investment Managers, Exchange Act Release No. 34-89290 (July 10, 2020) available at See

2   See