Deadlines Looming for 13F Filers

Section 13(f) of the Securities Exchange Act of 1934 ("1934 Act") requires institutional investment managers ("Managers") that exercise investment discretion over $100 million or more in Section 13(f) securities to file quarterly reports disclosing their holdings on the Form 13F. The deadline to file the initial Form 13F for the quarter ending December 2010 is February 14, 2011. In addition, the SEC is in the process of drafting their adopting release that would require Managers to also annually file Form N-PX, disclosing information on how they voted proxies relating to executive compensation matters. [1] The proposed deadline for Form N-PX is August 31, 2011, which will cover shareholder meetings held between January 21, 2011 and June 30, 2011. A Manager who reaches the $100 million filing threshold [2] for its first time as of the last trading day of any month during a calendar year will be required to make its initial Form 13F filing within 45 days after the end of the calendar year during which it reached the $100 million filing threshold.[3] Thereafter, the Manager will be required to file Form 13F within 45 days after the end of each of the first three calendar quarters (March 31, June 30 and September 30). For example, if a Manger first met the $100 threshold on the last day of trading of July 2010, then its first Form 13F will be for the quarter ending December 2010 (to be submitted to the SEC via EDGAR by February 14, 2011). The Manager will also have to file Form 13F reports for the calendar quarters ending in March 2011, June 2011 and September 2011. Any Managers with questions regarding Forms 13F or N-PX should not hesitate to contact either Daniel G. Viola at 212.573.8038 or dviola@sglawyers.com or Micah Nessan at 212.573.8034 or mnessan@sglawyers.com. -------------------------------------------------------------------------------- [1] See Reporting of Proxy Votes on Executive Compensation and Other Matters, Exchange Act Release No. 34-63123 (Oct. 18, 2010), available at http://www.sec.gov/rules/proposed.shtml. [2]In calculating whether a Manager has met the $100 million threshold, Managers should use the fair market value of the Section 13(f) securities at the close of trading on the last trading day of each calendar month. If a Manager's portfolio of Section 13(f) securities includes options, for purposes of calculating the $100 million threshold only, Managers are required to use the value of the options themselves and not the value of the shares underlying such options. [3] Note that if a Manager has not been issues an EDGAR ID by the SEC then the Manager will have to apply for an EDGAR ID as Form 13Fs are submitted via the SEC's EDGAR system.

Cheryl Spratt