Schedule 13D filing trigger
Beneficial ownership crossing 5% of any voting class — detected from aggregated position data across all funds and accounts, with a 5-business-day clock for initial filing and 2 business days for amendments.
The most rigorous SEC beneficial-ownership filing service an investment manager can use.
OwnershipGuard assembles a documentation-complete filing pack — every required schedule, every threshold check, every CUSIP mapping, the structured-XML draft, and the enforcement-grade audit trail — checked against the letter of SEC Rules 13d-1, 13f-1, 13h-1, and 16a-3 before a specialist releases it.
Every subsection of SEC Rules 13d-1, 13f-1, 13h-1, 16a-3Five statutory filing elements, gate-checkedDHSMV · USCG · UCC · judgment lien searchesSpecialist release on every pack5-business-day SLA
Why filings fail
A single missed deadline can trigger a six-figure penalty.
An investment manager's SEC beneficial-ownership and holdings filings are only as strong as the monitoring behind them. Miss a 5% threshold crossing, file a Schedule 13D one day late, omit a required CUSIP on Form 13F, or fail to file Form N-PX for proxy votes — and the SEC can impose strict-liability penalties of up to $750,000 per public company and $200,000 per individual, with no defense of good faith.
Most managers run this by hand, from memory, across spreadsheets and email threads. The rules have just been compressed: initial Schedule 13D now due in 5 business days, amendments in 2; Form N-PX is brand new; and all 13D/13G filings must be in structured, machine-readable data. That is exactly where completeness gaps hide.
OwnershipGuard exists to close that gap with a single, exhaustive standard applied identically to every file.
$3.8M+
in penalties from the SEC's Sept 2024 late-filing sweep across 23 respondents
The benchmark
Measured against the letter of the SEC rules — subsection by subsection.
We do not summarize the law and hope. Every pack is scored against a versioned rule pack tied to the exact text of SEC Rules 13d-1, 13f-1, 13h-1, and 16a-3. These are the provisions each pack is held to.
13G eligibility & filing
Qualified institutional investors and passive holders file Schedule 13G instead of 13D; eligibility verified against the manager's stated intent and prior filings, with accelerated deadlines effective September 30, 2024.
Form 13F holdings report
Every manager with $100M+ in Section 13(f) securities must file a quarterly Form 13F within 45 days of quarter-end, in exacting XML, with every CUSIP cross-checked against the SEC's Official List.
Form 13H large trader report
Managers whose trading activity reaches 2 million shares or $20 million in any calendar day, or 20 million shares or $200 million in any calendar month, must register and file Form 13H.
Section 16 Forms 3/4/5
Every officer, director, or 10% holder among access persons must file initial Form 3, change-of-ownership Form 4 within 2 business days, and annual Form 5 — all tracked and drafted from trade data.
Form N-PX proxy voting record
Annual filing of say-on-pay votes for all 13F filers, effective July 1, 2024 — a brand-new obligation that must be included in the monitoring and filing surface.
How a pack is built
Intake to specialist release, with deterministic gates the AI cannot overrule.
AI extracts and drafts. Deterministic rules — running as code, outside the model — decide what is complete. A human specialist signs every release. That order is never reversed.
01
Compliance Gap Scan
Upload the manager's position files, custodian data, and prior filings. We return a free completeness read: which filings are due, which thresholds are crossed, and which data elements are missing.
02
Position aggregation & threshold detection
As your authorized clerical agent, we ingest position files from all funds and accounts, aggregate beneficial ownership across the manager, and test each issuer against the 5% threshold and the 13(f) securities list.
03
Grounded drafting
Each filing is drafted from validated data and the SEC rule pack into field-locked templates — no legal opinions, no invented facts. CUSIPs are mapped, share/value fields are rounded, and structured XML is emitted.
04
Deterministic completeness gates
Thresholds reconcile to the penny; deadlines are verified against the filing date; the search checklist for prior filings and corporate actions is resolved; schema validation passes. Any failure blocks release.
05
Specialist release
A filing specialist reviews the exception queue and signs the release. High-value or complex filings (e.g., 13D with group status) route to securities counsel review first.
06
Delivery & filing
You receive the pack: all drafted filings, the audit trail, the threshold detection log, the CUSIP mapping evidence, and the EDGAR transmission confirmation — ready for the CCO or counsel to sign off and for us to file as agent.
The bar we hold
Rigor you can measure.
100%
Specialist-released
No pack ships without a human signature.
5 days
Standard SLA
From complete intake to released pack.
<1%
Critical-defect target
Tracked against a gold-standard pack library.
4
Lien-search sources
DHSMV · USCG · UCC · judgment, every applicable file.
Why OwnershipGuard
Built to be the most thorough option a manager has.
Documentation-complete, by design
The deliverable is completeness itself — every filing element and threshold check accounted for or explicitly exception-coded. Nothing is left implicit.
Deterministic, not vibes
The gates that decide completeness are code, not a model's opinion. A drafting error cannot slip past a regulatory requirement.
In its lane, on purpose
We prepare documentation and run searches as your clerical agent. We never give legal advice, determine group status, or make materiality judgments — those remain with the CCO or securities counsel.
Engagement
Flat fee per filing, plus monthly monitoring per entity. No hourly billing, ever.
Simple, predictable, and aligned with a documentation standard — not a cut of any recovery.
- A free Compliance Gap Scan before you commit — see exactly what is missing.
- One flat fee per released filing; disclosed pass-through search fees for corporate actions and prior filings.
- Monthly beneficial-ownership monitoring per manager entity.
- Annual holdings-and-votes subscription for Form 13F and Form N-PX.
- Optional fixed-fee securities counsel review for complex filings.
FAQ
Questions, answered precisely.
Is OwnershipGuard a law firm?
No. OwnershipGuard, a service of Your Deputy, Obuke LLC, provides documentation-completeness services. It is not a law firm, does not provide legal advice, and does not represent you in any legal matter. Securities counsel review is available and recommended for complex filings.
Do you make legal judgments about group status or materiality?
Never. OwnershipGuard does not determine group status, 13D-vs-13G eligibility, or material change. Those judgments remain with the client's Chief Compliance Officer or outside securities counsel. We flag the issues and route them for sign-off.
What makes a filing pack 'complete'?
Completeness is defined by the SEC rules: all required schedules present, thresholds verified, CUSIPs mapped, XML schema valid, deadlines met, and an enforcement-grade audit trail. Deterministic gates enforce each one before release.
How fast is it?
The standard SLA is five business days from complete intake to a specialist-released pack. The free Gap Scan is returned much sooner and tells you exactly what is still needed.
How are you priced?
A flat fee per filing, plus monthly monitoring per entity, plus an annual holdings-and-votes subscription. No hourly billing and no contingency.
See what's missing before it costs you a penalty.
Start with a free Compliance Gap Scan. Send your position files and prior filings and we'll return a completeness read against every subsection of SEC Rules 13d-1, 13f-1, 13h-1, and 16a-3.
Documentation-completeness service · not legal advice · the CCO or counsel signs off on every judgment.