·         Advisors should independently review their Schedule 13D and 13G filing obligations. There are many factual determinations that may impact whether an advisor must make a filing or amend a prior filing, which Schedule an advisor must file (or amend), and when an advisor must make its filing.

 

·         Advisors should consider that their clients and their direct and indirect control persons (which may include partners, shareholders and parent companies) may have their own independent reporting obligations.  For instance, under certain circumstances, parent companies may be deemed to have indirect or shared beneficial ownership of the shares beneficially owned by their subsidiaries (and thus independent filing obligations) for purposes of these reporting requirements.

 

·         IBKR will provide advisors with alerts or notices only when advisors cross certain thresholds (5%, 10%, 20%) or a significant change in the percentage of shares advisors manage occurs. There may be other situations that give rise to the need to file a Schedule 13D or Schedule 13G for which advisors will not receive an alert from IBKR.

 

·         Advisors should monitor holdings of specific classes of issuer equity securities in the accounts they manage to ensure compliance with their Schedule 13D or Schedule 13G filing and amendment obligations.

 

·         Any Schedule 13D and 13G alerts IBKR sends do not cover or take into account certain securities not commonly traded through IBKR, namely equities in:

a.       An insurance company that would have to be registered except for the exemption from registration in Section 12(g)(2)(G) of the Securities Exchange Act of 1934 (the “Act”);

b.      A closed-end investment company registered under the Investment Company Act of 1940; or

c.       A Native Corporation pursuant to Section 1639c(d)(6) of title 43. 

 

Advisors should therefore separately account for and analyze any holdings of such equity securities they may have to comply with these reporting requirements. 

 

·         Any Schedule 13D and Schedule 13G alerts IBKR sends are based exclusively on the beneficial ownership of relevant securities of the specific advisor identified. They do not account for any group aggregation rules that may apply when two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of the equity securities of an issuer. 

 

·         Any Schedule 13D and Schedule 13G alerts IBKR sends relate only to holdings in accounts maintained at IBKR and not any accounts maintained elsewhere. But advisors should take any accounts they maintain elsewhere into consideration when determining whether they must file or amend a Schedule 13D or 13G and what information to include in those schedules. 

 

·         IBKR started monitoring for and sending Schedule 13D and Schedule 13G alerts to advisors on 16-FEB-17 and any alerts IBKR sends do not concern advisors’ Schedule 13D or 13G filing obligations arising before that date.  

 

·         The data we receive about US Micro-Cap securities—generally OTC listed stocks, as well as Nasdaq or NYSE American stocks with a market cap of less than $300MM that trade under $5 per share--from our data provider is not consistently reliable so we have removed those securities from this program. As a result, you will not receive Schedule 13D/13G alerts when you come close to crossing or cross thresholds triggering filing obligations regarding U.S. Micro-Cap securities. You should separately review your holdings in US Micro-Cap stocks to determine your related filing obligations for those holdings.

 

If advisors have any questions regarding any Schedule 13D or 13G filing or amendment alerts they have received from IBKR, they should contact IBKR Client Services or email us at Schedule13D&13G@interactivebrokers.com.

 

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