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SEC Requires Electronic Filing of Form 13-G

This article was edited and reviewed by FindLaw Attorney Writers | Last reviewed March 26, 2008

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As you are aware, SEC regulations require that venture funds and others who purchase privately-issued securities of a publicly-trade company must file a Schedule 13-G with the SEC if the fund and related persons hold in excess of 5% of the outstanding shares following an initial public offering (IPO) of the company. The Schedule 13-G must be filed by February 14th of the year following the year of the IPO. This Schedule also must be updated annually if there have been purchases, sales or distributions by the fund or related parties. The Schedule is filed on behalf of the fund or affiliated funds, the general partner entities, and each individual general partner.

As you may be aware, the SEC now requires that most filings be made electronically via its Electronic Data Gathering and Retrieval ("EDGAR") system. Among the filings required to be made electronically are filings of Schedule 13-G. Also, if you have previously filed a Schedule 13-G in paper format and are now required to amend such schedule, the amendment must be in electronic format and the amendment must entirely restate the information provided on the originally filed Schedule 13-G.

Filing documents via EDGAR can be a somewhat difficult and time consuming process. This letter is intended to set forth some helpful guides to assist you in completing your electronic filing of any necessary Schedules 13-G in a correct and timely manner.

The first step in completing the electronic filing process is to obtain the necessary filer access codes for submitting filings via EDGAR. These filer access codes need not be obtained for every party listed on the Schedule 13G. As long as one entity or person (e.g. the fund) has acquired the necessary filer codes, the remaining parties to be listed on the 13G (e.g. the individual general partners) may be included in the same filing without obtaining filer access codes. Four unique filer access codes, provided to electronic filers by the SEC, are required to submit filings via EDGAR. The four codes are as follows:

Central Index Key (CIK): This is a 10 digit public code that appears in the submission header of an electronic filing and, in conjunction with the CCC, is used to identify the filer.

CIK Confirmation Code (CCC): This is an 8 digit confidential code used to authenticate the CIK and identify the filer. This code can be changed at any time and should be changed at least once a year.

Password (PW): The password is an 8 digit confidential code that, along with the CIK is used to log on to the EDGAR system. The password is also used to change a filer's CCC using the SEC's EDGARLink software. The password can also be changed at any time and should be changed at least once a year.

Password Modification Authorization Code (PMAC): This is the most confidential of the four codes and is used to change a filer's password. This code cannot be changed. If it is lost or a new PMAC is required, the filer must request that the SEC issue an entire new set of the four filer access codes. For this reason, access to a filer's PMAC should remain limited.

All four of the necessary filer access codes will be assigned by the SEC upon the filing of a Form ID. A copy of the Form ID is attached for your use in obtaining the required codes. If you utilize the services of a financial printer in making EDGAR filings (see below), they can also assist you in filing the form ID and obtaining the necessary codes. In order to meet the February 14 filing deadline, be sure to file the Form ID as soon as possible. If the Form ID is sent via Federal Express (with a return Fed-eral Express envelope enclosed for use by the SEC) you can expect to receive the necessary codes in about 5 to 10 days. If you cannot obtain the necessary codes prior to the February 14, you can either (i) contact the Office of Filer Support at the SEC (202-942-8900) for emergency, temporary codes or (ii) work with your financial printer to obtain temporary codes. Emergency codes are valid for only one day. Failure to obtain the necessary filing codes will not excuse a late filing.

Once the necessary filing codes are obtained, the Schedule 13-G must be completed in proper EDGAR format. While EDGARLink software is available (both from the SEC and Disclosure, Inc.) so that filers may format their own filings, the process can be tedious and confusing. Given the time and expense required to correctly format EDGAR filings and the potential penalties for late filings, we strongly recommend that at least initially, you utilize the services of a financial printer or other service provider in submitting your electronic filings to SEC. The following is a list of financial printers that we have worked with and that you may wish to contact regarding their EDGAR filing services.

Bowne
Kathleen Statler (415) 362-2300

Merrill Corporation
Norton Levine (415) 493-1400

Pacific Financial Printing
Darlene Mariani (415) 328-1500

RR Donnelley Financial
Jay Ward (415) 852-0145

Please note that February 14th is also the date on which many companies are required to file their reports on Form 10-Q with the SEC and the demand for financial printing services will undoubtedly be high on the days immediately prior to the deadline.

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