Form 13H Reporting: Large Trader Thresholds, the LTID and EDGAR

On 16 December 2020 the SEC’s Office of Compliance Inspections and Examinations (OCIE) published a risk alert on large trader obligations under Rule 13h-1. Its examiners had observed numerous instances of potential non-compliance, including large traders that may not have identified themselves to the SEC or filed their annual Form 13H, and some firms responded by submitting Forms 13H for prior years. Form 13H reporting is the registration side of that rule: a person whose trading in NMS securities reaches a set daily or monthly level files the form on EDGAR, receives a large trader identification number (LTID) and keeps the filing current.

The trigger is trading flow under a person’s investment discretion, measured across every entity it controls. OCIE’s own example of how an investment adviser moves into scope was a new discretionary client agreement whose trading meets the thresholds. Once registered, the large trader owes an annual update within 45 days of each year-end, an amendment after any calendar quarter in which the filing became inaccurate, and its LTID to every broker-dealer that trades for it.

Related reading: Form 13F Reporting: The $100 Million Test, 45-Day Clock and EDGAR XML

The legal basis of Form 13H reporting: Section 13(h), Rule 13h-1 and the 2011 release

Congress gave the SEC its large trader authority in the Market Reform Act of 1990, which added subsection (h) to Section 13 of the Securities Exchange Act of 1934 after the market declines of October 1987 and October 1989. The Commission proposed large trader systems in 1991 and again in 1994 without adopting either. It proposed Rule 13h-1 in April 2010 and adopted it, with Form 13H, on 27 July 2011 in Release No. 34-64976, published at 76 FR 46960 on 3 August 2011. The rule took effect on 3 October 2011.

The legal chain has four links, all administered by the Securities and Exchange Commission (SEC):

• Statute: Section 13(h) of the Exchange Act (15 U.S.C. 78m(h)). Paragraph (h)(1) requires large traders to identify themselves and their accounts, (h)(2) requires broker-dealer records to be available on the morning after the trading day, (h)(6) lets the SEC grant exemptions, (h)(7) limits disclosure of what is collected and (h)(8) supplies the definitions.
• Rule: Rule 13h-1 (17 CFR 240.13h-1). Paragraph (a) holds the definitions, (b) the large trader’s filing duties, (c) aggregation, (d) and (e) broker-dealer recordkeeping and reporting, (f) the monitoring safe harbor and (g) the exemption power.
• Form: Form 13H (17 CFR 249.327), titled Large Trader Registration. The rule requires it to be filed “in accordance with the instructions contained therein”, which makes the instructions part of the obligation. The PDF on the SEC website is the November 2011 edition, SEC 2858 (11-11), under OMB control number 3235-0682.
• Staff guidance and orders: the Division of Trading and Markets’ Responses to Frequently Asked Questions Concerning Large Trader Reporting, and a series of Commission exemptive orders that phased in the broker-dealer duties and changed the options calculation.

The adopting release called the package “relatively modest steps” toward the Commission’s near-term need for information about large traders. That design explains the split that runs through the rule. The identification duty sits with the trader, while the transaction data sits with registered broker-dealers until the SEC asks for it.

Who must report on Form 13H: investment discretion, two activity tests and the parent filer

Rule 13h-1(a)(1) makes a person a large trader in one of two ways. The first is to exercise investment discretion, directly or indirectly and including through persons it controls, over one or more accounts and to effect transactions in NMS securities for those accounts through registered broker-dealers in an aggregate amount equal to or greater than the identifying activity level. The second is to register voluntarily on Form 13H.

The identifying activity level in paragraph (a)(7) has a daily and a monthly limb, and either one is enough:

• during a calendar day, 2 million shares or shares with a fair market value of $20 million; or
• during a calendar month, 20 million shares or shares with a fair market value of $200 million.

The SEC described those figures as approximately 0.01% of the daily volume and market value of trading in NMS securities. In the staff FAQ’s description, NMS securities are generally exchange-listed equities and standardized options; exchange-listed debt, security futures and open-end mutual funds fall outside.

Discretion decides the filer

Investment discretion takes its meaning from Section 3(a)(35) of the Exchange Act, and employees who exercise it within the scope of their employment do so on behalf of their employer. The adopting release states that an entity which merely beneficially owns NMS securities does not qualify. For a registered fund, the adviser exercises the discretion and is therefore the candidate large trader. On that basis the SEC saw no need for a requested exclusion for regulated investment companies, and it refused one for pension fund managers.

Counting toward the level

Paragraph (c) sets the arithmetic. Purchases and sales are added together and never netted within or among accounts, and accounts may not be split to stay below the line. Equity options count by reference to the underlying shares: the release’s example treats 50,000 shares of XYZ plus 500 XYZ calls with a 100 multiplier as 100,000 shares. Index options count by fair market value only. Purchases and sales of the underlying that result from option exercises or assignments sit outside the definition of transaction, so only the option trade itself is counted.

Equity options traders have a second route. The Commission’s order of 30 October 2015 (Release No. 34-76322) exempts a person from the self-identification requirements where its equity options valued at premium paid, combined with all its other NMS transactions, stay below the fair market value limbs and its trading also stays below the share-volume limbs. The order’s example values 200 calls bought at a $15 premium on a $1,000 stock at $300,000. Under the underlying-value method the same trade counts as $20 million, which meets the daily dollar limb on its own.

Paragraph (a)(6) also lists transactions excluded from the count for one purpose only, deciding whether a person is a large trader. The operative ones for most groups are journal entries recording settlement, issuer offerings other than those effected through an exchange’s facilities, gifts, business combinations and issuer buybacks, and stock loans and equity repurchase agreements. The exclusion stops at the status test. Once a person is a large trader, the release says a broker-dealer answering an SEC request reports all of its transactions without excluding any listed category.

The group and the parent filer

The definition aims at the ultimate parent. Control in paragraph (a)(3) carries a 25% presumption: the right to vote, or to sell or direct the sale of, 25% or more of a class of voting securities, or for a partnership a right to 25% or more of the capital on dissolution or a contribution of that size. A parent that takes no part in day-to-day trading is still the large trader where the trading of the entities it controls crosses the level in aggregate.

Paragraph (b)(3) then lets the group decide who files. A controlling person may comply for a controlled large trader with respect to all of its accounts, or one or more controlled persons may collectively comply for the parent. The release illustrates the second direction with a holding company that owns a broker-dealer and an investment adviser. If the two subsidiaries file separately and cover every account, the holding company need not file, and each subsidiary lists the other in Item 4(c) and names the holding company as parent.

Foreign large traders and the central bank carve-out

The identification requirements in paragraph (b) apply to a foreign entity that is a large trader. The recordkeeping and reporting duties in paragraphs (d) and (e) apply only to U.S.-registered broker-dealers, so the rule places no record duty on a non-U.S. broker. Where a foreign jurisdiction’s law prevents a large trader from giving information the form asks for, the release points to an exemption request under Section 36 of the Exchange Act and Rule 13h-1(g). One statutory carve-out sits in the definition of person, which Rule 13h-1(a)(2) takes from Section 13(h)(8)(E): that definition excludes a foreign central bank.

What the report contains: a cover page, six Items and an organizational chart

Form 13H carries identity, structure and relationships. It holds no trade data, positions or account numbers: the SEC dropped the proposed requirement to list brokerage account numbers in favour of a list of broker-dealers, and the release confirms the rule does not require disclosure of any particular transaction. Initial (13H), annual (13H-A) and amended (13H-Q) submissions contain the six substantive Items and the relevant filer-information sections. Status-only submissions use different fields: Items 1 to 6 are not required for inactive-status (13H-I), reactivated-status (13H-R) or termination (13H-T) filings.

The definitions in the instructions decide how wide each Item runs. A Securities Affiliate is an affiliate that exercises investment discretion over NMS securities, an affiliate is any person in a control relationship with the large trader, and executive officer follows Rule 16a-1(f). The gap between Items 3(a) and 3(b) is deliberate, and the instructions spell it out: the CFTC question reaches every affiliate, while the foreign regulator question stops at the large trader and its Securities Affiliates.

Item 1(b) asks for the nature of the business of the large trader and each Securities Affiliate, including a general description of trading strategies. The instructions’ model answer combines a market-maker registration on a named self-regulatory organization, authorized participant activity for ETFs based on foreign indices and proprietary statistical arbitrage. A large trader that is a natural person checks “Other” in Item 1 with an occupation, and “Individual” in Item 5.

Two Items carry their own staff interpretations. In Item 5(b), which lists limited partners owning more than a 10 percent financial interest in “the accounts of the large trader”, the staff FAQ reads that phrase as ownership of the large trader partnership itself, without looking through to the accounts it manages. In Item 6, the staff expects every registered broker-dealer at which the large trader or a Securities Affiliate holds an account for trading NMS securities, including brokers not used during the period. Non-registered brokers, such as non-U.S. firms, may be listed at the filer’s option.

LTID suffixes and the identifier format

Item 4(d) lets the large trader assign suffixes so that affiliates’ trading can be told apart under one LTID, and the release encourages their use. The form instructions limit a suffix to no more than three characters, all numbers, and bar giving the same suffix to more than one affiliate under the same LTID. The staff FAQ later took a softer line on sharing: a parent may assign a common suffix to several entities it controls where they share a commonality, such as a business line, location or reporting line.

The FAQ also describes the identifier as it travels on trade records. It is 13 characters: an eight-character root assigned on the initial filing, a dash and a suffix field padded with zeros, so suffix 1 appears as -0001 and an identifier with no suffix is recorded as, for example, 12345678-0000. The FAQ allows up to four suffix characters, one more than the 2011 instructions; a filer keeping suffixes to three digits satisfies both texts.

The form has no monetary fields, so it has no reporting currency, sign or rounding convention. Dollars and shares appear only in the threshold test that comes before the filing, and cover-page dates are entered as mm/dd/yyyy.

Form 13H deadlines: prompt initial filing, a 45-day annual update and quarter-end amendments

Form 13H-A identifies the calendar year to which the annual filing relates. Initial filings and reactivations are required promptly after the applicable activity threshold is reached, while amended filings are due promptly following the end of the quarter in which filed information became inaccurate. Inactive-status and termination filings are elective status changes rather than filings subject to the same general promptness requirement.

“Promptly” was a deliberate choice. Commenters asked what it meant, with suggestions running from a 10-day deadline to a 30-day outer limit, and the Commission kept the flexible word while stating that, under normal circumstances, it would be appropriate for initial and reactivated filings to be made within 10 days after the trader reaches the level. The release limits that guidance to Form 13H filings.

The annual filing is due even after a short first year. The staff FAQ’s example is a trader that filed its initial Form 13H in October 2012 and owed its first annual filing for the period ending 31 December 2012. While a large trader is on inactive status, it files neither annual nor amended forms.

Amendments are where the wording needs care. Rule 13h-1(b)(1)(iii), the form instructions and the 2020 risk alert all tie the amended filing to the period after a quarter closes: it is due promptly following the end of the calendar quarter in which the information became inaccurate. The adopting release’s narrative put it as no later than the end of the quarter in which the information became stale, and added that a large trader may amend more often than quarterly at its discretion. The rule text is the operative standard, and the release confirms that an earlier amendment is permitted.

The fourth-quarter amendment and the annual filing can fall close together. The staff FAQ allows a large trader to complete the annual filing (Form 13H-A) and designate it also as the amended filing (Form 13H-Q) in one submission, as long as it is made within the period permitted for the fourth-quarter amendment. A combined submission made late in the 45-day annual window could meet the annual deadline and still miss the “promptly” standard that governs the amendment.

The broker-dealer clock is shorter. Paragraph (d)(5) requires records to be available on the morning after the trading day, including Saturdays and holidays. On an SEC request, paragraph (e) makes the data due by the day and time the request sets, which may be no earlier than the opening of business on the day after the request unless unusual circumstances justify same-day submission. Retention follows Rule 17a-4(b), which the release summarized as three years, the first two in an accessible place.

Submission through EDGAR: the online form, filer access and the LTID email

All Form 13H submissions go through EDGAR. The staff FAQ describes Form 13H as an online, web-based form available only to persons with EDGAR access, completed in the Online Forms area of the EDGAR filer website. A first-time filer applies for EDGAR access through amended Form ID and, when the application is granted, receives a CIK if one has not already been assigned and a CIK Confirmation Code (CCC).

Individuals acting for the filer must authenticate using their own Login.gov credentials and have the appropriate EDGAR account permissions. Legacy EDGAR passwords, passphrases and PMACs have been discontinued, although the CCC remains required for filing. SEC staff asks large traders to use one CIK and reuse an existing CIK where applicable.

The SEC’s EDGAR Filer Manual identifies six Form 13H submission types: 13H for an initial filing, 13H-A for an annual filing, 13H-Q for an amendment, 13H-I for inactive status, 13H-T for termination and 13H-R for reactivation. Form 13H and its variants are completed using EDGAR’s online form, and filer-constructed XML submissions are not accepted. Although the filing does not use a filer-submitted XML template, the SEC publishes operational specifications for required document attachments, including PDF format, filename restrictions and document validation. The organizational chart for Item 4(a) is attached to the submission, and the SEC’s Large Trader Information page links an EDGAR quick-reference guide for that attachment.

Each filing is submitted by a natural person authorized to act for the large trader and must include a valid digital signature. The signer represents that the information is true, correct and complete, and that any amendment leaves the unamended information true as well.

Pre-populated company information is generally updated through the relevant EDGAR company-information process and then appears in a new Form 13H filing session. Registered broker-dealer filers are an exception: they cannot update their company information directly through EDGAR, other than their email address. Instead, they must submit Form BD/A through CRD, which subsequently updates the corresponding EDGAR information. For resubmission, the SEC designed the electronic form so that the most recently submitted version stays readily accessible to edit and resubmit.

On acceptance of an initial filing, EDGAR sends an automatically generated confirmation email containing the unique eight-digit LTID, and the staff FAQ tells large traders to keep it. Filed forms are not available through the SEC’s website. Section 13(h)(7) provides that the Commission shall not be compelled to disclose the information, subject to exceptions for Congress, other federal agencies acting within their jurisdiction and court orders in actions brought by the United States or the Commission, and it operates as an exemption statute for Freedom of Information Act purposes.

EDGAR Next access

Access to EDGAR changed under the EDGAR Next amendments, adopted on 27 September 2024. Individuals acting for a filer now log in with their own Login.gov credentials and multifactor authentication. Each filer authorizes at least two account administrators, or one where the filer is an individual or single-member company, and the administrators confirm annually that everyone on the filer’s dashboard is authorized.

Compliance with amended Form ID began on 24 March 2025 and with the remaining amendments on 15 September 2025. From 22 December 2025, an existing filer that had neither enrolled nor been granted access on amended Form ID has to submit the amended Form ID to request access. The SEC’s fact sheet addresses EDGAR filers generally, and Form 13H is an EDGAR submission; our EDGAR Filer Manual Version 78 article covers a separate set of manual changes.

Validation of Form 13H: the published checks and where filings fail

The SEC publishes operational validation requirements for Form 13H beyond those in the paper form. The SEC’s organisational-chart guidance calls for a text-searchable PDF and gives a restrictive filename convention: no more than 32 characters, lowercase, beginning with a letter, without spaces and with no more than one period, hyphen and underscore.

The EDGAR Filer Manual, Volume II, Version 78 (September 2026), Section 8.2.10, permits a broader range: filenames of no more than 32 characters, in uppercase or lowercase, beginning with a letter or digit, with any number of periods, hyphens and underscores and no spaces. The narrower help-page convention should not be treated as the complete set of permitted filenames. Filers can select “Validate Document” and inspect the resulting error count before submission. The sources reviewed do not publish a rejection-code list for Form 13H. Accordingly, the documented filing checks include:

• a valid digital signature on every filing, submitted by an authorized natural person;
• the correct filing type and applicable dates in mm/dd/yyyy; no future status date on Forms 13H-I, 13H-R or 13H-T, which the SEC’s automated conformance rules for EDGAR data fields do not allow; a Calendar Year Ending value earlier than the filing year for Form 13H-A; and a Tax Identification Number in DD-DDDDDDD format, using 00-0000000 where the filer has no TIN;
• numeric LTID suffixes: the original Form 13H instructions describe a limit of three characters, whereas SEC staff FAQ Question 3.2 permits an optional four-digit suffix field; the three-character convention should not be treated as a universal EDGAR validation limit;
• for entity filers, an organizational chart identifying the large trader, its parent where applicable, all Securities Affiliates and all Item 3(a) entities; an individual large trader is not required to attach an organizational chart. Where required, the chart must be attached to every initial, annual and amended filing, even if it was supplied in an earlier submission.

Nothing in the sources describes EDGAR testing completeness, such as comparing Item 6 with the broker-dealers that actually hold accounts. Accuracy rests on the authorized person’s attestation, backed by the criminal provisions the cover page cites (18 U.S.C. 1001 and 15 U.S.C. 78ff(a)) and by civil sanctions under the Exchange Act. Paragraph (b)(4) also lets the SEC ask for descriptive or clarifying information, and the instructions say it will contact the authorized person to get it.

Where examiners found failures

The published record of failure comes from examinations. OCIE’s 2020 risk alert observed large traders that may not have self-identified or filed their annual Form 13H, and advisers and broker-dealers that were not aware of the rule or not familiar with parts of it. For broker-dealers it grouped the issues under recordkeeping, monitoring and reporting to Electronic Blue Sheets. For advisers it asked for a review of how the adviser could become a large trader, timely annual and amended filings, amendment after a quarter in which the information changed (the broker-dealer list included) and notice of status to its broker-dealers.

FINRA’s 2021 examination report on large trader reporting recorded three findings: written supervisory procedures that did not cover the rule, no monitoring for Unidentified Large Traders and no notice to them, and LTIDs missing from Electronic Blue Sheet submissions for applicable orders. Its effective practices read like a validation routine. They include a check in EBS procedures that the LTID is populated and correctly formatted, collection of the LTID from institutional clients at account opening, daily calculations of the firm’s own status and of customer accounts, and clearing-firm confirmation that customer LTIDs are accurate and current.

One error pattern follows from the rule text itself. The staff FAQ states that the identifying activity level applies to all of a person’s trading activity in the aggregate. A desk that monitors volume name by name can stay under 2 million shares in every security and still cross the daily limb in total.

Caveats and interactions: broker-dealer duties, inactive status, exemptions and adjacent reports

Broker-dealers and Unidentified Large Traders

Every registered broker-dealer keeps the paragraph (d)(2) data for transactions through accounts it carries for a large trader or an Unidentified Large Trader, and for its own proprietary or discretionary accounts if it is itself a large trader. The two fields the rule added to the existing Electronic Blue Sheets data are the LTID and the execution time. Where a bank or other non-broker-dealer carries the account, the executing broker-dealer keeps the records. For an Unidentified Large Trader the broker-dealer adds name, address, account opening date and tax identification numbers, and the staff FAQ formats its internal identifier like an LTID beginning with ULT, for example ULT00001-0000.

In deciding whether it has reason to know a customer is a large trader, a broker-dealer need consider only transactions effected by or through itself. Under the safe harbor in paragraph (f), it is deemed not to know where it lacks actual knowledge and has policies and procedures reasonably designed to identify customers whose activity reaches the level, treat them as Unidentified Large Traders and inform them of their potential obligations. Reports go to the SEC through the infrastructure supporting Rule 17a-25, the Electronic Blue Sheets system, for each transaction of 100 shares or more in a single account in a calendar day, with smaller trades reportable where the broker-dealer deems it appropriate.

Inactive status and termination

Inactive status needs a full calendar year in which aggregate transactions never reached the level, and it takes effect on filing. Once a broker-dealer is notified, the rule does not require it to keep large trader records of that customer’s later transactions. The 2015 order relaxed the timing for one group: a person that self-identified only because of the underlying value of equity options, and that would have qualified for the premium-paid exemption each time, may file for inactive status without waiting a full calendar year. A large trader that has ceased operations may elect to become inactive by filing an amended Form 13H that indicates terminated status.

Exemptions and proportionality

Rule 13h-1 is a single federal regime with no state-level discretions. The framework provides several forms of relief or flexibility: the identifying activity thresholds, group-level compliance arrangements under Rule 13h-1(b)(3)(i) and (ii), inactive status, the 2015 equity-options exemption and the possibility of Commission exemptions under paragraph (g). These mechanisms have distinct conditions and should not be treated as interchangeable. Commission exemptions are granted by order under Section 13(h)(6) and paragraph (g), on written application or on the SEC’s own motion, and the release declined a blanket exemption for non-profit organizations because frequency of trading alone does not decide large trader status.

Adjacent reports

Form 13H sits beside other SEC and CFTC reporting without replacing any of it. Form 13F, filed under Section 13(f) and Rule 13f-1, reports holdings of section 13(f) securities, while Form 13H is triggered by transaction flow, so a manager can owe one without the other. Item 2 of Form 13H asks for the other SEC forms filed by the large trader and its Securities Affiliates, with CIK numbers, and our Form 13F reporting guide covers that regime. A private fund adviser that crosses the level and also files Form PF runs Form 13H alongside its Form PF reporting cycle.

On the derivatives side, Item 3(a) asks whether the large trader or any affiliate is registered with the CFTC, including as a registered trader under sections 4i and 9 of the Commodity Exchange Act. The CFTC runs its own large trader reporting under 17 CFR Part 17, where futures commission merchants, clearing members and foreign brokers report accounts, including on Form 102. The two systems collect different data from different filers.

Readers coming from EU MiFIR transaction reporting will find the obligations split differently. Article 26 of Regulation (EU) No 600/2014 requires investment firms that execute transactions to report them to the competent authority no later than the close of the following working day. Rule 13h-1 registers the trader once, tags its trades with an identifier and leaves the transaction data with broker-dealers until the SEC requests it.

Changes to the large trader regime: phased broker-dealer duties, CAT and EDGAR Next

The large trader’s own obligations have been stable. The identifying activity level and the three filing deadlines in the April 2025 edition of the Code of Federal Regulations match the text adopted in Release No. 34-64976, and the form on the SEC’s website is still the November 2011 edition. The CFR source note records amendments to the section published in November 2018, April 2021 and April 2024, none of which altered those elements.

The Commission’s 31 October 2017 exemptive order provided temporary Phase Three relief only until 15 November 2018, and the SEC’s Large Trader Information page, last reviewed in June 2024, lists no exemptive order after it. The cited order therefore cannot be relied upon as authority for reduced broker-dealer obligations after that date. Phase Three would have extended the full recordkeeping and reporting duties, including execution time for every large trader transaction, to all broker-dealers. Rule 13h-1(d) and (e) remain the governing recordkeeping and reporting baseline; any continuing exemption must be supported by a separate, effective Commission order before a broker-dealer excludes transactions or execution-time fields from its compliance design. Changes to CAT reporting do not, by themselves, amend these requirements.

CAT’s treatment of large trader identifiers changed in 2026. On 27 March 2026, the SEC approved amendments to the CAT NMS Plan (Release No. 34-105107) that eliminated the requirement for industry members to report LTIDs and Unidentified Large Trader identifiers into CAT reference data. The CAT NMS Plan identifies Reference Database Technical Specifications v2.4.0 as the production specification for Phase 1A, from 27 July to 6 December 2026, with the relevant large trader fields optional. Reference Database Technical Specifications v1.0.0 is the separate Phase 1B specification, scheduled for production from 7 December 2026. Under Phase 1B, the LTID and Unidentified Large Trader fields are removed from the reference-data schema, and submissions containing them are rejected.

This CAT change does not repeal Rule 13h-1. Large traders must still comply with Form 13H identification and LTID disclosure obligations, while broker-dealer recordkeeping and SEC-on-request reporting remain governed by Rule 13h-1 and any applicable Commission exemptions.

On 16 April 2026, the SEC issued Concept Release No. 34-105251 concerning CAT and related audit trails. It expressly sought feedback on changing Rule 13h-1’s broker-dealer recordkeeping, reporting and monitoring requirements, and on raising the daily and monthly identifying activity thresholds and modifying Form 13H. These were questions for consultation, not adopted amendments. The existing Rule 13h-1 thresholds and filing obligations remain the operative requirements unless and until the SEC adopts changes.

Frequently Asked Questions

We crossed the daily level once, during a portfolio transition, and will not trade at that size again. Do we still file?

Yes. The initial filing is due promptly after the first day at the level, and the release is clear that infrequent trading does not take a person out of the definition. The relief for a one-off event is inactive status, available after a full calendar year below the level. Only trades in a category excluded by paragraph (a)(6) drop out of the count.

A customer’s trades through our desk passed $20 million in a day, but the customer says it is not a large trader. What does the rule expect from the broker-dealer?

The broker-dealer treats the customer as an Unidentified Large Trader unless it knows the activity does not qualify. The release gives two examples of such knowledge: trades made in connection with a tender offer, which are excluded from the count, and an omnibus account whose individual subaccounts stay below the level. The customer may still be right, for instance because it lacks investment discretion, and the release leaves that determination with the customer and does not require the broker-dealer to stop doing business with it.

Two unaffiliated managers share discretion over one account. Whose transactions count, and which LTID goes on the trades?

The staff FAQ says each manager counts only the transactions it effected when testing its own level. On the record side, all transactions in the account carry all applicable LTIDs.

Another large trader has acquired us and kept us as a separate subsidiary. Do we terminate or amend?

The release allows either route. The acquired company may make a termination filing so long as all of its trading is tagged with the new parent’s LTID, and it may use a suffix to keep its activity identifiable. Alternatively it keeps its own LTID, has its trading tagged with both identifiers, and both companies amend Item 4 to list each other as affiliates with MPID and LTID. Where one large trader merges into another and disappears, the non-surviving trader’s termination filing gives the merger’s effective date.

Do purchases or sales of the underlying that result from option exercises need an LTID and execution time in the broker-dealer’s records?

No, according to the staff FAQ: those exercise and assignment transactions do not need an LTID or execution time reported. The position matches the rule’s exclusion of exercises and assignments from the definition of transaction.

Does a broker-dealer’s riskless principal trade for a customer count toward its own large trader status?

The staff FAQ says no where the broker-dealer received the customer order as agent and then executed it on a riskless principal basis, because the broker-dealer lacks the requisite degree of investment discretion over that activity. The customer’s status is tested separately, on its own discretion.

We registered voluntarily before reaching the level. Does that make us a large trader for every purpose?

Yes. The release says a person that files voluntarily is treated as a large trader for purposes of the rule and carries all of its obligations, even though it had not reached the level when it registered. The instructions also allow a voluntary filing for reactivated status before the level is reached again, with the filing date entered in place of the trigger date.

Related Articles

• Form 13F Reporting: The $100 Million Test, 45-Day Clock and EDGAR XML: the SEC holdings report for institutional investment managers, its threshold test, Information Table and EDGAR filing cycle.
• Form PF Reporting: Thresholds, Deadlines and the July 2027 Form Switch: the confidential private fund adviser report, its sections, deadlines and filing system.
• EDGAR Filer Manual Version 78: Form 1, ANE Notices and the XBRL Move: what the Version 78 update to the EDGAR Filer Manual changes for filers.
• MiFIR Transaction Reporting: Complete Guide to Article 26 Compliance: the EU regime that reports each transaction to the competent authority, with fields, routes and common errors.
• UK Transaction Reporting Reform: 65 Fields Cut to 52 by 2028: the FCA’s changes to UK MiFIR transaction reporting under PS26/15.

Key Takeaways

• Run the identifying activity test at the ultimate parent, daily and monthly, in shares and dollars, with purchases and sales added together and the paragraph (a)(6) exclusions applied to the status question only.
• Diary 14 February (or the next business day if that date falls on a Saturday, Sunday or federal holiday) for the annual Form 13H-A and an Item-by-Item review after every quarter-end, Item 6 broker-dealers included.
• Before treating options activity as the trigger, re-run the dollar test at premium paid under the October 2015 order.
• Archive the EDGAR acceptance email that carries the LTID, then send the 13-character identifier and the accounts it covers to every broker-dealer that trades for the group.
• Decide before each year-end whether the fourth-quarter amendment will be combined with the annual filing, since the combined submission has to meet the amendment’s timing.
• Broker-dealers: map each of the safe harbor’s three steps to a named control and owner before relying on it.
• Broker-dealers: do not rely on the 31 October 2017 order after 15 November 2018; relief from Phase Three needs a separate, effective Commission order.

Sources and References

• Securities Exchange Act of 1934, Section 13 (15 U.S.C. 78m), including subsection (h) on large trader reporting: law.cornell.edu
• 17 CFR 240.13h-1, Large trader reporting (most recent CFR edition): govinfo.gov (PDF)
• 17 CFR 240.13h-1, April 2025 edition: govinfo.gov (PDF)
• 17 CFR 240.0-3, Filing of material with the Commission (weekend and holiday rule): law.cornell.edu
• SEC, Form 13H, Large Trader Registration, with instructions (SEC 2858 (11-11)): sec.gov (PDF)
• SEC, Large Trader Reporting, Release No. 34-64976, 76 FR 46960 (3 August 2011): Federal Register (govinfo.gov) and sec.gov (PDF)
• SEC Division of Trading and Markets, Responses to Frequently Asked Questions Concerning Large Trader Reporting: sec.gov
• SEC, Large Trader Information: sec.gov
• SEC, exemptive order on equity options valuation and Phase Three, Release No. 34-76322 (30 October 2015), 80 FR 68590: Federal Register 2015-28147 (PDF)
• SEC, exemptive order deferring Phase Three, Release No. 34-81993 (31 October 2017): sec.gov (PDF)
• SEC OCIE Risk Alert, Observations from Examinations of Broker-Dealers and Investment Advisers: Large Trader Obligations (16 December 2020): sec.gov (PDF)
• FINRA, 2021 Report on FINRA’s Examination and Risk Monitoring Program, Large Trader Reporting: finra.org
• SEC, Fact Sheet, Final Rule and Form Amendments: EDGAR Next: sec.gov (PDF)
• SEC, Understand and Utilize EDGAR CIK and CIK Confirmation Code (CCC) (EDGAR how-do-I guide): sec.gov
• SEC, EDGAR Filer Manual, Volume II: EDGAR Filing, Version 78 (September 2026), Sections 8.2.9 and 8.2.10: sec.gov (PDF)
• SEC, Understand Automated Conformance Rules for EDGAR Data Fields, section 6, Date of Status (referenced in EDGAR Filer Manual, Volume II, Appendix E): sec.gov
• SEC, Prepare, Save, and Attach an Organizational Chart (EDGAR how-do-I guide): sec.gov
• SEC, Concept Release on the Consolidated Audit Trail and Other Audit Trails and Data Sources, Release No. 34-105251 (16 April 2026): sec.gov (PDF)
• CAT NMS Plan, Technical Documentation for Industry Members, Reference Database Technical Specifications v2.4.0 (Phase 1A) and v1.0.0 (Phase 1B): catnmsplan.com
• CAT Alert 2026-01, Reference Database Reporting: Transition to Schema Version 1.0.0 (version 1.2, 30 June 2026): catnmsplan.com (PDF)
• SEC, Order Approving an Amendment to the CAT NMS Plan To Further Reduce the Costs of the Consolidated Audit Trail, Release No. 34-105107 (27 March 2026): sec.gov (PDF)
• 17 CFR Part 242 (Regulation NMS), including Rule 613, April 2025 edition: govinfo.gov (PDF)
• 17 CFR 240.13f-1 (Form 13F), April 2025 edition: govinfo.gov (PDF)
• 17 CFR Part 17 (CFTC large trader reports), April 2025 edition: govinfo.gov (PDF)
• Regulation (EU) No 600/2014 (MiFIR), Article 26: EUR-Lex

The Form 13H calendar to set up after registration

The control that starts every clock is the parent-level threshold workpaper, run daily and monthly across every controlled entity, because the first date on which aggregate transactions reach either limb is the date entered on the initial filing. After registration the fixed points are 14 February (or the next business day if that date falls on a Saturday, Sunday or federal holiday) for Form 13H-A and the days after 31 March, 30 June, 30 September and 31 December for any amendment, each one checked against the Item 6 broker-dealer list and the accounts on which the LTID has been given.

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