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On March 25, 2020, the U.S. Securities and Exchange Commission (the “SEC”) issued an amended order providing persons impacted by COVID-19 with relief from certain Schedule 13F and Schedule 13G filings (the “Order”) under the Securities Exchange Act of 1934 (the “Exchange Act”). The Order supersedes an order previously issued on March 4, 2020 (available here) and provides reporting persons with a 45-day extension to July 1, 2020 for filings that otherwise would have been due between March 1, 2020 and April 30, 2020.

The Order relieves any registrant (as set forth in Exchange Act Rule 12b-2) subject to reporting requirements of Sections 13(a) or 15(d) of the Exchange Act from the requirement to file with or furnish materials (including amendments) to the SEC under Sections 13(f) and 13(g) and Regulation 13D-G and Exchange Act Rule 13f-1, with the exception of filings under Section 16 or those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D.

To qualify for the relief provided by the Order, reporting persons required to file Schedule 13F and Schedule 13G filings must satisfy the following conditions:

• The reporting person is unable to meet the relevant filing deadline due to circumstances related to COVID-19;
• The reporting person makes the applicable filing no later than 45 days following the original filing deadline; and
• In its filing, the reporting person includes (1) a statement that the reporting person is relying on the Order and (2) a description of the reasons why it could not make the applicable filing on a timely basis.

Reporting persons should be advised that the Order does not apply to filings pursuant to Exchange Act Section 16 (e.g. Form 3, Form 4 or Form 5) or Schedule 13D filings or amendments thereto.

In the Order, the SEC explicitly states that it intends to monitor the current situation and may, if necessary, extend the time period during which this relief applies, with any additional conditions the SEC deems appropriate and/or issue other relief.

Before taking advantage of the relief provided by the Order, reporting persons should assess their ability to timely comply with their Schedule 13F and Schedule 13G filing requirements.

The Order is Exchange Act Release No. 34-88465, available here.

For more information on the topic discussed, contact:

• Wayne H. Davis  |  davis@thsh.com  |  212-508-6705
• James Rieger  |  rieger@thsh.com  |  212-508-6728