History of Form 13F
On May 20th, 2013, the SEC retired the previous text based Form 13F format and replaced it with an XML format. Wdesk has added support for this new format, and customers can both create and file 13F-HR, 13F-HR/A, 13F-NT, and 13F-NT/A submissions from the Wdesk External Reporting solution.
While the document creation and filing process will be familiar to Wdesk users, there are a few 13F-specific differences to be aware of. Unlike other form types, such as 8-K, 10-Q, etc., the 13F-HR filing document is composed in a specially formatted Workbook (13F-NT doesn’t require a filing document).
Creating Starter Documents
When you create a new 13F project, if you select Create starter documents and enter a document name, this formatted Workbook will be automatically created and added to your project.
The columns and their values are essentially the same as the previous 13F text-based format, although the order may be different than you have previously filed. Reference the SEC’s Form 13F documentation for more information on these values as well as the Official List of Section 13(f) Securities Users document. For the SH or PRN column, enter either "SH" for Shares or “PRN” for principal amount. PUT or CALL column, if required, should contain either the string “PUT” or “P”, or “CALL” or “C”.
Investment Discretion must contain either "SOLE", “DEFINED” (or “SHARED-DEFINED”), or “OTHER” or (“OTH”). Other Managers, if required, should be an index number matching the value in the Other Managers Workbook section. If you need to report a holding with multiple other managers, separate the index numbers with a comma - such as “1,2,3”.
NOTE: Wdesk currently only validates the length of the CUSIP number. It does not validate CUSIP numbers, names, or descriptions against the SEC's published List of Section 13F Securities at this time.
Other Manager Reporting
13F-HR Holding Reports and Combination Reports
The Other Managers Workbook section is only required if you need to report holdings where the investment discretion is shared with another manager or managers. In this case, list the other managers in this section, one per line, and reference the index (or indexes, separated by commas) in the Other Managers column of the Information Table. While File Number is technically optional, you should provide this if available. These managers are shown on the Summary Page of the 13F document.
13F-HR Combination Report (only) and 13F-NT
To report other managers that report for you, you supply the other manager details (name, file number - optional, and CIK - optional) in the Prepare Filing Submission step of the Filing Wizard. For 13F-HR, this is on the Reporting Managers tab; for 13F-NT, this is the Other Managers tab. The format is: Company Name, File Number, CIK. These other managers are shown on the Cover Page of the 13F document. Note that entering Reporting Managers for the 13F-HR Holding Report will result in a validation warning.
Although the column order is important for both the Information Table and Other Manager sections, this is just a regular Wdesk Workbook so you can link values from other Workbooks and enter the data via copy/paste or Workbook Sync.
After entering all of the values in the Information Table and Other Manager, you are now ready to proceed to the Filing tab. Step 1 is transforming the Workbook you created into a form that is required by the SEC (similar to how you EDGARize document for other form types).
If there are any warnings or errors with the data entered in the Workbook, you will be notified after the document is generated when the Generate 13F Document button shows an orange Fix state. Please review these warnings, adjust your Workbook, and run the Generate 13F Document step until all warnings are resolved or you are ready to file.
The next step is Prepare Filing Submission. This is similar to other form types, with a few things to note. The first is that per SEC rules, you can only enter the single Contact E-mail address and up to two Additional E-mail Notification addresses (compared to other types, where there is no limit for additional notification addresses). Another area to note is that in the Form 13F-HR section - unlike other types - the SEC requires that the Investment Manager name and address exactly match the values that they have on file.
You can retrieve these values by logging into www.edgarfiling.sec.gov, then clicking on Retrieve/Edit Data in the left sidebar, and then after entering the CIK and CCC for this filing, clicking on Retrieve Company Information and copying the Company Name, Mailing Street 1 & 2, Mailing City, Mailing State/Country, and Mailing Zip/Postal Code into the Wdesk wizard.
After completing the rest of the fields and the Signature, you are now ready to preview the filing. In project Documents tab, there will be a folder called Filing Preview Documents. This folder will contain two HTML files - one for the Information Table and another for the 13F form itself. Please review both of these carefully to make sure all of the data is correct, especially the Information Table and the 13F Cover and Summary sections.
Once you have verified that the data is correct, you are ready to test and live file, as usual. If the filing is suspended with "Name must exactly match the name provided in the Company Information Database" or similar error, make sure that the values you entered in the Investment Manager section of the filing wizard exactly match the values shown on the Retrieve Company Information page of www.edgarfiling.sec.gov.