Schedule 13D is considered the long-form beneficial ownership report. Active investors in a company and investors who own more than 20% of a company must file Form SC 13D with EDGAR.

Schedule 13G is a beneficial ownership disclosure statement intended for passive investors who own less than 20% of a public company’s outstanding shares. A passive investor does not intend to exert control over or seek any changes in the company. It is a much shorter form than the Schedule 13D form and requires that you submit less information to EDGAR. If either the size of the stake exceeds 20% or you do not intend to be a passive investor, a Schedule 13D filing must be made instead. When a passive investor acquires more than 20% of the company, he/she can no longer file a Schedule 13G even if he/she does not intend to exert control over the company. Passive investors who own between 5% and 20% of a company can file Form SC 13G to EDGAR.

Form SC 13D and Form SC 13G must be filed within 10 days of a transaction that affects an investor’s beneficial ownership in a company. If a transaction occurs that would increase a 13G filer’s ownership over the 20% threshold or if a passive investor decides to exert control over the company, then a 13D filing must be made within 10 days of that event. The 10 day period starts on the date of the trade rather than the settlement date.

All Schedule 13G filers must file an annual amendment to report any changes in the information that was previously disclosed. Form SC 13G does not need to be amended if there has been no change to the information disclosed or if the only change is to the percentage of securities owned by the filer that resulted solely from a change in the aggregate number of the issuer’s outstanding securities.

There are other categories of investors that would allow a person to file a Schedule 13G instead of a Schedule 13D: qualified institutional investors pursuant to Rule 13d-1(b), and an exempt investors pursuant to Rule 3d-1(d). For qualified institutional investors and exempt investors, the 13G form must be filed 45 days after the end of the calendar year during which the investor acquired more than 5%.

These EDGAR forms require a mixture of data from both the issuer and the reporting entities, though the Schedule 13G filing requires less information than the Schedule 13D. Both the filer’s CIK and the issuer’s CIK are needed to perform the filing. Once the filing is completed and accepted, two filings will appear on the EDGAR System: one for the issuer and one for the filer/investor.

Form SC 13D and Form SC 13G have a primary document that must be prepared in EDGAR HTML or EDGAR ASCII format. Because these forms are very specific in the information that must be disclosed, you can use templates in GoFiler to automatically create the document. If your company authors these documents in Word or other word processing applications, you can also import the data and convert it to the appropriate format.

Once the document is completed, you can attach it and any exhibits to the Form SC 13D or Form SC 13G submission. You add the form data, which includes information like the filer’s CIK, the CIK and other identifying information about the subject company, and the names of any group members.

Additional Reading:

http://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm