When a person or group of persons acquires beneficial ownership of more than 5% of a company’s equity securities, they are required to file a Schedule 13D or 13G with the SEC.
Investors that acquire more than 5% of the shares of a company but have no intention of influencing management are considered passive investors and must file a 13G.
If these groups intend to influence management into changing the business strategy, they are considered “activist” investors. There is considerable academic research that suggest activist investors contribute to excess returns in equities in the subsequent twelve months after the event.
Investors that acquire 10% or more of a company’s shares, or that gain a board seat, are considered insiders by the SEC and are subject to stricter insider trading filing requirements.
Investors that acquire more than 5% of the shares of a company and intend to influence management are considered activist investors and must file a 13D, and investors that acquire more than 5% of the shares of a company but have no intention of influencing management are considered passive investors and must file a 13G.
Here are 5 recent notable filings:
New Passive Investor Filings
Amended Activist Investor Filings
Hansen Medical, Inc. (NASDAQ:HNSN) – FEINBERG LARRY N has filed an amended Schedule 13D/A, reporting a 22.58% ownership stake in Hansen Medical. This is an increase of 2.45% from their previous filing.