How to Complete and File SEC Form 13H: Thresholds, Deadlines, and LTID

SEC Form 13H is the large trader registration form that anyone exercising investment discretion over accounts trading NMS securities must file through EDGAR once their activity crosses the thresholds in Rule 13h-1. The initial filing is due promptly after you first hit the threshold — the SEC treats ten days as appropriate under normal circumstances — and EDGAR returns a Large Trader Identification Number (LTID) that you then give to every broker-dealer where you trade.¹

When You Have to File

You become a large trader under Rule 13h-1 when your transactions in NMS securities, aggregated across every account you control, reach either of these levels:

Two million shares or $20 million in fair market value during any single calendar day, or
Twenty million shares or $200 million in fair market value during any calendar month.

The thresholds are cumulative across all your accounts, not per account and not per security. When more than one person shares investment discretion over an account, each counts only the transactions they directed.²

The rule applies to individuals, corporations, partnerships, LLCs, trusts, and any other entity. What triggers it is investment discretion — the authority to decide what to buy or sell and when — not legal form.

What Counts Toward the Thresholds

NMS securities means exchange-listed equity securities and standardized options. Exchange-listed debt securities, securities futures, and open-end mutual funds do not count.²

For equity options, buying and selling the contracts themselves counts, but exercises and assignments do not. Calculate volume by multiplying contracts by the applicable multiplier (500 contracts at 100 shares per contract equals 50,000 shares). Volume calculation is not required for index options. For fair market value, you may use the option premium rather than the value of the underlying shares, under the SEC’s 2015 Exemptive Order.²

Several other transaction types are carved out entirely when determining large trader status:

Purchases or sales resulting from an option exercise or assignment.
Journal or bookkeeping entries recording the receipt or delivery of funds or securities for settlement.
Transactions that are part of a securities offering by or on behalf of an issuer or underwriter, unless effected through a national securities exchange.
Gifts of securities.
Distributions by a court-appointed executor or administrator of a decedent’s estate.
Transactions carried out under a court order or judgment.
Rollovers of assets in a qualified plan or trust.

These exclusions apply only to determining whether you are a large trader. Once you have that status, broker-dealers still maintain records on all your trading activity.³

Setting Up EDGAR Access Before You File

Form 13H can only be filed through EDGAR. If you have never filed on EDGAR, you need credentials in place before you can submit anything. Every individual accessing EDGAR must have a Login.gov account,⁴ and through the EDGAR Filer Management dashboard you obtain two codes tied to your entity:

A CIK (Central Index Key), the unique number the SEC assigns to identify you across all EDGAR filings.
A CCC (CIK Confirmation Code), an eight-character code required to submit filings and manage your account. It must contain at least one number and one special character such as @, #, or $, and letters are case-sensitive.⁵

If you are approaching the thresholds and don’t already have EDGAR access, start the registration process before you cross the line. The filing clock starts the day you hit the threshold, and account setup doesn’t stop it.

What the Form Asks For

Before you open EDGAR, gather the following for each numbered item on the form:

Item 1 — Business of the Large Trader: a description of the businesses conducted by you and your affiliates, focusing on any affiliate that exercises investment discretion over NMS securities (a “Securities Affiliate”).
Item 2 — SEC Filings: whether you or any Securities Affiliate files other forms with the SEC (such as Form 13F), including the filing entities, forms filed, and their CIK numbers.
Item 3 — CFTC Registration and Foreign Regulators: whether you or any affiliate is registered with the CFTC or regulated by a foreign authority, with registration numbers or primary foreign regulator for each entity.
Item 4 — Organizational Information: an organizational chart showing you, your parent company if applicable, all Securities Affiliates, and any CFTC-registered affiliates, plus a narrative description of the relationships among them.
Item 5 — Governance: your entity type and jurisdiction of incorporation or organization. Partnerships identify each general partner and any limited partner holding more than a 10% interest. Corporations and trusts identify executive officers, directors, or trustees.
Item 6 — Broker-Dealers: every broker-dealer where you or your Securities Affiliates hold an account, with whether each provides prime brokerage, executing, or clearing services.

The form also asks for your Taxpayer Identification Number and business address.⁶

The organizational chart and broker-dealer list are usually the slowest parts to compile. If your firm has multiple affiliates trading through several prime brokers, pull that information into one internal document before you open the form.

The Six Filing Types and Their Deadlines

Form 13H has six variants, each with its own EDGAR form type:

Initial Filing (13H): due promptly after you first hit the identifying activity level. The SEC has said ten days is appropriate under normal circumstances.¹
Annual Filing (13H-A): due within 45 days after the end of each full calendar year, confirming or updating all information on file. You can combine the annual filing with an amended fourth-quarter filing by checking the appropriate box on the cover page.²
Amended Filing (13H-Q): required whenever any information on your Form 13H becomes inaccurate, such as a new address, a change in entity structure, or a new broker-dealer relationship. It is due by the end of the calendar quarter in which the change occurred. You may file more frequently than quarterly if you prefer.¹
Inactive Status (13H-I): available if you have not met or exceeded the identifying activity level during the previous full calendar year. While inactive, you are not required to file annual or amended filings.
Reactivated Status (13H-R): required promptly (within ten days) after an inactive large trader again hits the thresholds.
Termination Filing (13H-T): permanently cancels the registration. Appropriate when the entity ceases operations, dissolves, or is acquired.⁶

Inactive status is a pause; your LTID stays in place, and you reactivate it if trading picks back up. Termination is permanent and appropriate only when there is no reasonable expectation the entity will trade at these levels again.

Your LTID and What You Do With It

After EDGAR accepts your initial filing, you receive your LTID in the automated confirmation email. The number is 13 characters: an eight-digit root assigned by the SEC, then a dash and a four-digit suffix you may assign at your discretion. Firms often use suffixes to distinguish affiliates or business lines under common control. If you don’t use suffixes, your broker-dealers append “-0000” to complete the 13-character format (for example, “12345678-0000”).²

Once you have it, you must disclose the LTID to every registered broker-dealer that executes transactions on your behalf, and you must identify to each broker-dealer all accounts at that firm to which the LTID applies.⁷ The obligation to disclose runs to you, not to the broker-dealer. If you open a new brokerage account later, disclose the LTID at that time as well.

What Happens If You Miss a Filing

The SEC has been more active on Form 13H enforcement recently. In September 2024, the agency settled actions against 11 institutional investment managers for failing to file periodic Form 13H reports on time. Where the manager self-reported the delinquency, the SEC in some cases imposed no monetary penalty. In a separate 2023 action, an investment bank was fined $1.4 million for failing to comply with Section 13(h) and Rule 13h-1.⁸

If you realize you have missed a filing, submitting it and notifying the SEC on your own initiative is meaningfully better than waiting for an inquiry.

1
Securities and Exchange Commission. Final Rule: Large Trader Reporting
2
Securities and Exchange Commission. Responses to Frequently Asked Questions Concerning Large Trader Reporting
3
eCFR. 17 CFR 240.13h-1 – Large Trader Reporting
4
Securities and Exchange Commission. EDGAR Filer Management
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Securities and Exchange Commission. Manage the CIK Confirmation Code (CCC)
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United States Securities and Exchange Commission. SEC Form 13H Large Trader Registration
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Securities and Exchange Commission. Observations from Examinations of Broker-Dealers and Investment Advisers: Large Trader Obligations
8
Global Financial Regulatory Blog. SEC Brings Charges for Failure to File Forms 13F and 13H