DIRECT ANSWER
Requirement summary
An institutional investment manager generally becomes subject to Form 13F when it exercises investment discretion over at least $100 million in Section 13(f) securities on the last trading day of any month during a calendar year. The rule then requires the applicable fourth-quarter report and three subsequent quarterly filings described by the SEC.
At a glance
- Threshold
- $100 million
- Threshold assets
- Section 13(f) securities
- Public filing system
- SEC EDGAR
- Core report types
- 13F-HR and 13F-NT
01
Who must file Form 13F?
The requirement applies to institutional investment managers as defined by the governing statute and rule, including entities and persons that exercise investment discretion over accounts holding Section 13(f) securities. The threshold test looks at the fair market value of those securities on the last trading day of each month.
This page summarizes public SEC guidance for data users. Determining a specific filing obligation is a legal and compliance question.
02
How the $100 million threshold works
- Test the value of Section 13(f) securities, not every asset managed.
- Use fair market value on the last trading day of each month.
- Meeting the threshold during a calendar year triggers the filing sequence described by Rule 13f-1 and the SEC FAQ.
- The first report generally covers December 31 of the year in which the threshold is first met.
- The March, June, and September reports follow in the next calendar year even if the manager falls below the threshold during that cycle.
03
What must a Form 13F filing contain?
The SEC FAQ describes Form 13F as one EDGAR document with a cover page, summary page, and information table. The information table is an XML attachment when the online form is used but remains part of the single filing.
| Part | Core contents |
|---|---|
| Cover page | Manager identity, report type, other-manager context, signature, and Form 13F file number |
| Summary page | Entry count, information-table value total, and other included managers |
| Information table | Issuer, class, CUSIP, value, shares or principal amount, discretion, other manager, and voting authority |
04
13F-HR, 13F-NT, and amendments
| EDGAR form type | Meaning |
|---|---|
| 13F-HR | Holdings report or combination report containing disclosed positions |
| 13F-NT | Notice report when positions are reported by another manager under the applicable instructions |
| 13F-HR/A | Amendment to a holdings report |
| 13F-NT/A | Amendment to a notice report |
05
What the requirement does not disclose
- A complete portfolio or total assets under management.
- Short positions.
- Every derivative, hedge, or economic offset.
- Trades made after the quarter-end report period.
- Securities that are not reportable under the applicable official list.
- A regulator’s view of investment merit or manager quality.
FAQ
Frequently asked questions
What is the Form 13F filing threshold?
The threshold is at least $100 million in Section 13(f) securities over which an institutional investment manager exercises investment discretion, measured under the rule’s monthly test.
Does a manager stop filing immediately after falling below $100 million?
Not necessarily. The SEC FAQ explains that the required filing sequence can continue after the manager falls below the threshold during the applicable cycle.
What is the difference between 13F-HR and 13F-NT?
13F-HR is used for a holdings or combination report. 13F-NT is a notice report used when reportable positions are reported by another manager under the form instructions.
Does Form 13F report total AUM?
No. It reports specified Section 13(f) positions and should not be labeled as total assets under management.
SRC
Primary sources
Definitions and regulatory claims on this page are grounded in the following official public resources.