====== 13G ======
A Schedule 13G is a form filed with the U.S. [[Securities and Exchange Commission]] (SEC) when an investor acquires [[beneficial ownership]] of more than 5% of a company's stock. Think of it as a public announcement saying, "Hi everyone, I now own a significant slice of this company, but I'm just here to enjoy the ride." The crucial part is the investor's intent: a 13G filer is a [[passive investor]]. They have no plans to shake things up, challenge management, or try to take control of the company. This form is typically used by large [[institutional investors]] like [[mutual funds]], [[pension funds]], and insurance companies who are simply making a long-term investment. For value investors, these filings are a treasure trove of information, offering a peek into the portfolios of some of the world's most sophisticated financial minds, including legendary figures like [[Warren Buffett]]. By tracking 13G filings, you can see where the "smart money" is placing its bets, giving you a powerful tool for generating new investment ideas.
===== Why Should a Value Investor Care? =====
For the savvy value investor, 13G filings are like a public signal from the investment world's heavyweights. They're not just boring paperwork; they're a window into the thinking of professional money managers. Here’s how you can use them:
  * **Riding the Coattails:** The most popular use of 13G filings is to "ride the coattails" of great investors. When a fund you respect discloses a new 5%+ stake in a company, it's a powerful endorsement. It means a team of brilliant analysts has done their homework and decided the stock is attractively priced for the long haul. This can be a fantastic starting point for your own research.
  * **A Stamp of Confidence:** A 13G filing is a vote of confidence in a company's current management and strategy. Unlike its activist cousin, the [[13D]], the 13G says, "We like what you're doing, and we're happy to be quiet partners." A cluster of new 13G filings in a single stock can indicate that institutional investors see a bright future ahead.
  * **Uncovering Hidden Gems:** Sometimes, a small, under-the-radar company will suddenly see several 13G filings from different institutions. This can be a sign that the company is about to get more attention from Wall Street. These filings can put a company on your radar long before it becomes a market darling.
===== 13G vs. 13D: Passive Friend or Activist Foe? =====
Understanding the difference between a Schedule 13G and a Schedule 13D is crucial. It all comes down to one word: **intent**.
  * **The 13G Investor (The "Gentle Giant"):** This is your passive, long-term holder. They see value in the business as it is and are content to let management run the show. Their investment thesis is simple: buy a good company at a fair price and wait. Their presence is usually a calming signal for the market.
  * **The 13D Investor (The "Determined Disruptor"):** This is an [[activist investor]]. They've bought over 5% of a company specifically because they want to //force a change//. This could involve demanding board seats, pushing for a sale of the company, demanding a dividend increase, or criticizing management publicly. A 13D filing often signals that conflict and volatility are on the horizon.
For an ordinary investor, seeing a 13G from a respected fund is reassuring. Seeing a 13D means you should buckle up; things might get bumpy.
===== The Nitty-Gritty Details =====
While the concept is straightforward, here are a few key technical points to keep in mind:
  - **Who Files?:** 13Gs are generally filed by three types of investors:
    * **[[Qualified Institutional Investors]] (QIIs):** These are the big players like banks, insurance companies, and registered investment advisers who acquired the shares in the ordinary course of business.
    * **Passive Investors:** Individuals or groups who can certify they did not acquire the securities with the purpose of changing or influencing control of the company.
    * **Exempt Investors:** A smaller category of investors who owned more than 5% before the company went public.
  - **Filing Deadlines:** The timing reveals the urgency. A 13G is typically due within 45 days //after the end of the calendar year// in which the 5% threshold was crossed. This relaxed deadline reflects the passive nature of the investment. In contrast, a 13D must be filed within a brisk 10 //days// of the acquisition.
  - **The Switcheroo:** What if a "Gentle Giant" decides to become a "Determined Disruptor"? If a 13G filer changes their intent and decides to become active, they must file a 13D within 10 days of that change. This "switch" is a major red flag for the market and a signal that an investor has lost patience and is ready to fight.