Form SC 13D Files Dataset contains the complete EDGAR filing record for every Schedule 13D and Schedule 13D/A beneficial ownership report submitted to the SEC from November 1993 to the present. Each record represents a single filing folder — identified by accession number — and includes a JSON metadata file, the primary Schedule 13D document, an XSL-rendered XHTML view (for post-February 2024 XML-era filings), and all non-image exhibit files from the original EDGAR submission. Schedule 13D is required under Section 13(d) of the Securities Exchange Act of 1934 from any person or group that acquires beneficial ownership of more than 5 percent of a registered equity class with a purpose or effect of influencing or controlling the issuer. The dataset covers all four EDGAR form type variants — SC 13D, SC 13D/A, SCHEDULE 13D, and SCHEDULE 13D/A — and is distributed as monthly ZIP containers holding TXT, JSON, HTML, PDF, and XML files.
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The Form SC 13D Files Dataset is built from Schedule 13D filings — the beneficial ownership reports required under Exchange Act Section 13(d) and SEC Rules 13d-1 through 13d-7. It captures both initial statements and amendments (SC 13D/A). Each filing folder is packaged inside a monthly ZIP archive and holds a JSON metadata file, the primary Schedule 13D document in SEC XML format, an XSL-rendered XHTML view of that document, and zero or more exhibit files in HTML or PDF format. Image files from the original EDGAR submission are excluded; all other documents are retained.
The dataset covers the entire population of Schedule 13D filers on EDGAR from November 1993 to the present. The form type labels SC 13D and SCHEDULE 13D reflect different EDGAR naming conventions used across eras but denote the same regulatory form; the /A suffix marks amendments. All four variants are included.
Schedule 13D is a dual-entity document: it is made by the reporting person or group (the beneficial owner) but pertains to a subject company (the issuer of the securities). This dual structure is reflected in both the metadata entities array and the XML body, where the filer and the subject company are identified separately.
Each record folder contains, at minimum, three items:
metadata.json — A JSON object containing filing-level metadata drawn from the EDGAR index: accession number, form type, filing timestamp, links to EDGAR pages, a document manifest, and entity information for both the filer and the subject company.
primary_doc.xml — The structured Schedule 13D filing in SEC XML format, conforming to the http://www.sec.gov/edgar/schedule13D namespace. This is the machine-readable core of the record, containing the cover page, reporting person details, Items 1 through 7 disclosures, and signature blocks.
xslSCHEDULE_13D_X01/primary_doc.xml — An XHTML rendering of the primary document produced by the SEC's SCHEDULE_13D_X01 XSL stylesheet. This is the browser-viewable presentation that EDGAR displays when a user navigates to the filing. It contains the same substantive data as the root-level XML but formatted with HTML tables and CSS for human readability. Present only for XML-era filings (post-February 2024).
Exhibit files (.htm, .pdf, or rarely .txt) — Zero or more supplementary documents attached to the filing, including joint filing agreements, transaction schedules, powers of attorney, contractual agreements, and other evidentiary materials referenced in the disclosure items.
The metadata file is a JSON object with the following principal fields:
formType identifies the specific form variant — one of SC 13D, SC 13D/A, SCHEDULE 13D, or SCHEDULE 13D/A. The SC 13D and SCHEDULE 13D labels reflect different EDGAR naming conventions used across eras but denote the same regulatory form; the /A suffix marks amendments.
accessionNo is the EDGAR accession number in dashed format (e.g., 0000921895-25-001728), serving as the unique key that ties the record to the SEC filing system. id is a separate hex identifier within the dataset.
description is a human-readable description string supplied by EDGAR (e.g., "Form SCHEDULE 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]").
filedAt records the filing acceptance timestamp in ISO 8601 format with timezone offset.
linkToFilingDetails points to the XSL-rendered view on EDGAR. linkToTxt points to the raw complete submission text file. linkToHtml points to the EDGAR filing index page. linkToXbrl is present but consistently empty, as Schedule 13D filings are not subject to XBRL tagging.
The documentFormatFiles array is a manifest of every document in the EDGAR submission. Each entry carries sequence (document order number), size (in bytes), documentUrl (the SEC EDGAR location), type (the document type such as SCHEDULE 13D, EX-1, EX-99.1, EX-99.A), and an optional description string. The first entry is typically the XSL-rendered view (with a blank size field and the same sequence number as the raw XML), followed by the raw XML primary document, then exhibit entries in sequence order, and finally the complete submission text file (with blank sequence and type fields). The complete submission text file itself is not included in the downloaded record folder.
The entities array contains one or more entity objects. Each entity's role is encoded in the companyName field with a suffix: (Filed by) for the reporting person or (Subject) for the issuer. Entity objects include cik, companyName, type (repeating the form type), and varying combinations of irsNo, fiscalYearEnd, stateOfIncorporation, act (the governing securities act, typically 34), fileNo, filmNo, and sic (Standard Industrial Classification code and description, typically present for the subject company). A tickers array may appear containing exchange ticker symbols for the subject company. The filer entity often has a sparser set of fields than the subject entity. The dataFiles and seriesAndClassesContractsInformation arrays are present but invariably empty for this form type.
The XML primary document is the substantive core of the record. It is enclosed in an edgarSubmission root element under the SEC's Schedule 13D namespace (http://www.sec.gov/edgar/schedule13D), with common elements drawn from the http://www.sec.gov/edgar/common namespace. The document contains two top-level blocks: headerData and formData. The formData block in turn contains four structural sections: coverPageHeader, reportingPersons, items1To7, and signatureInfo.
The headerData block identifies the submissionType (SCHEDULE 13D or SCHEDULE 13D/A), the filer's CIK and credentials (with CCC redacted as XXXXXXXX in the published filing), a liveTestFlag (always LIVE for production filings), and — for amendments — a previousAccessionNumber linking back to the prior filing in the amendment chain. These elements are nested within filerInfo / filer / filerCredentials sub-elements.
The coverPageHeader establishes the filing context:
securitiesClassTitle — the class of equity securities (e.g., "Common Stock").dateOfEvent — the date that triggered the filing obligation (formatted MM/DD/YYYY).amendmentNo — the amendment sequence number (present only for amendments).previouslyFiledFlag — whether a prior Schedule 13D or 13G has been filed for the same issuer and class (true or false).issuerInfo — a sub-block identifying the subject company by issuerCIK, issuerCUSIP, issuerName, and full mailing address (com:street1, com:city, com:stateOrCountry, com:zipCode).authorizedPersons / notificationInfo — the contact person for the filing, with personName, personPhoneNum, and personAddress.The reportingPersons block contains one reportingPersonInfo element for each individual or entity reporting beneficial ownership. Joint filings — common when investment advisers, funds, and control persons file together — produce multiple reporting person entries, each with its own ownership figures.
Each reporting person entry includes:
reportingPersonCIK and reportingPersonName — the person's EDGAR CIK and name.reportingPersonNoCIK — flag indicating whether the person lacks a CIK (Y or N).memberOfGroup — coded a (affirming group membership) or b (disclaiming group membership under Rule 13d-5).fundType — a code such as OO (other), WC (working capital), or AF (affiliated fund).legalProceedings — Y or N indicating whether the person has been convicted or is a party to a civil proceeding within the preceding five years (Item 2 disclosure).citizenshipOrOrganization — state or country of citizenship (for individuals) or organization (for entities).Ownership figures are reported in four power categories: soleVotingPower, sharedVotingPower, soleDispositivePower, and sharedDispositivePower, each expressed as a share count (with decimal precision, e.g., 3821238.00). aggregateAmountOwned sums the beneficial ownership. percentOfClass states the percentage of the outstanding class. isAggregateExcludeShares (Y or N) flags whether certain shares (e.g., shares underlying unexercised convertible securities) have been excluded from the aggregate.
typeOfReportingPerson uses standardized codes: IN (individual), CO (corporation), PN (partnership), IA (investment adviser), HC (holding company), BD (broker-dealer), OO (other), among others.
An optional commentContent element provides free-text footnotes explaining ownership figures — frequently used to describe the basis of shared voting or dispositive power, disclaim beneficial ownership, or explain control-chain attribution.
The items1To7 block contains the seven required disclosure items. In amendments, items that have not changed may be omitted entirely from the XML, with only modified items present. Each item mixes structured fields with free-text narrative elements:
Item 1 — Security and Issuer (item1). Identifies the security by securityTitle and the issuer by issuerName and issuerPrincipalAddress. A commentText element frequently appears here in amendments, describing the amendment history and cross-referencing prior filings.
Item 2 — Identity and Background (item2). Provides the reporting person's name, principal business address, principal occupation or employment, citizenship, and five-year legal history. Structured elements include filingPersonName, principalBusinessAddress, principalJob, hasBeenConvicted, convictionDescription, and citizenship. For entities, Item 2 covers the state of organization, principal business, and the identity and background of each executive officer and director — this detail is often incorporated by reference to an exhibit rather than presented inline.
Item 3 — Source and Amount of Funds (item3). The fundsSource element is a free-text narrative identifying the financing method (personal funds, margin borrowing, fund capital, third-party financing) and stating the aggregate cost of the securities.
Item 4 — Purpose of Transaction (item4). The transactionPurpose element is free text disclosing the purpose of the acquisition and any plans or proposals regarding the issuer. Content ranges from brief investment-intent statements to detailed activist campaign descriptions, proposed board changes, merger proposals, or plans to seek control. This is often the longest and most analytically significant narrative section.
Item 5 — Interest in Securities of the Issuer (item5). Reports ownership details through several fields: percentageOfClassSecurities (free text describing the percentage and the share count denominator used), numberOfShares (free text on voting and dispositive power), transactionDesc (recent transactions in the past sixty days, often referencing an exhibit), listOfShareholders (rights of others to dividends or sale proceeds), and date5PercentOwnership (date the five-percent threshold was crossed, or "Not applicable" for amendments).
Item 6 — Contracts, Arrangements, Understandings, or Relationships (item6). The contractDescription element is free text describing any contracts, arrangements, or relationships between the reporting person and any other person regarding the issuer's securities — including transfer or voting agreements, joint ventures, loan or option arrangements, puts, calls, guarantees, and similar instruments.
Item 7 — Material to Be Filed as Exhibits (item7). The filedExhibits element is free text listing all exhibits filed with the Schedule 13D. This includes joint filing agreements (required under Rule 13d-1(k) for group filings), powers of attorney, transaction schedules, and contracts referenced in Items 3, 4, 5, or 6. Short exhibits (such as brief joint filing agreements) are sometimes reproduced inline rather than filed as separate attachments.
The signatureInfo block contains one signaturePerson entry per signatory. Each entry includes signatureReportingPerson (the entity or individual on whose behalf the filing is signed) and a signatureDetails sub-block with signature (typically in /s/ NAME format), title, and date. A commentText element at the signatureInfo level may contain references to powers of attorney or authorization statements.
The xslSCHEDULE_13D_X01/primary_doc.xml file is a fully formed XHTML document presenting the Schedule 13D data in browser-readable format. It is generated by the SEC's SCHEDULE_13D_X01 stylesheet and references the SEC's SDR_print.css stylesheet. The rendered view displays the same data as the root-level XML — cover page, reporting persons table, Items 1 through 7, and signatures — formatted with HTML tables and CSS. This is the view users see on the EDGAR filing detail page. It carries no additional substantive content beyond the XML. This file and its subfolder exist only for XML-era filings (post-February 2024).
Exhibits are supplementary documents providing evidentiary support for the disclosures in Items 1 through 7. Each exhibit file retains the SGML document wrapper from the original EDGAR submission, with a header block containing <TYPE> (exhibit designation), <SEQUENCE> (document order), <FILENAME> (original filename), and <DESCRIPTION> (human-readable label), followed by a <TEXT> block enclosing the full content.
Common exhibit types in Schedule 13D filings:
Joint Filing Agreements (typically EX-99.1, EX-99.A, or EX-99.(A)) — Short agreements between co-filers confirming the Schedule 13D is filed jointly, required under Rule 13d-1(k)(1)(iii) for any filing by two or more persons.
Transaction Schedules (typically EX-1, EX-99.A, or EX-99.B) — Tabular listings of purchases and sales of the subject securities during the sixty-day period preceding the filing, including trade dates, share quantities, and per-share prices. Support the disclosures in Item 5.
Powers of Attorney (typically EX-99.3 or EX-99.C) — Documents authorizing a named individual or law firm to sign the Schedule 13D on behalf of a reporting person.
Contractual Agreements (various EX-99 subtypes, EX-3, EX-4, etc.) — Engagement letters, indemnification agreements, voting agreements, lock-up agreements, letter agreements, or other contracts referenced in Items 3, 4, or 6. These can be lengthy legal documents.
Exhibit type designations and labeling conventions vary significantly across filers and filing agents. The same substantive document (e.g., a joint filing agreement) may appear as EX-99.1, EX-99.A, EX-99.(A), or EX-1 depending on the preparer. Description fields are not standardized. Exhibit files are provided in HTML (.htm) or PDF (.pdf) format. Not every record has exhibits; the simplest filings contain only the metadata, the primary XML, and the XSL-rendered view.
Each record includes the complete metadata JSON, the structured XML primary document, the XSL-rendered XHTML view (for XML-era filings), and all non-image exhibit files from the original EDGAR submission. Image files (signature images, logos, graphical exhibits) are excluded. The complete EDGAR submission text file — a single concatenated file containing all documents with SGML wrappers — is referenced by URL in the metadata but is not included in the record folder, as its content is already decomposed into the individual files present.
The dataset spans filings from November 1993 to the present, during which the primary document format has evolved through three phases:
Plain text era (1993 through mid-2000s) — The earliest filings are flat ASCII text documents with minimal formatting. Fields and items exist only as unstructured narrative.
HTML era (late 1990s onward) — HTML filings became the norm, providing tabular layouts and styled text. The primary document remained unstructured narrative — parseable only through text extraction, not through schema-based field access.
XML era (February 2024 onward) — The SEC's 2023 beneficial ownership rule amendments mandated structured XML submission using the SEC's Schedule 13D XML schema. Post-mandate filings enable direct programmatic access to every field described above. The XSL-rendered view was introduced alongside the XML schema.
For filings submitted before the XML mandate, the primary_doc.xml file may contain HTML or plain text rather than structured XML. It retains the .xml extension but does not conform to the Schedule 13D XML schema, and the structured field-level breakdown described in the primary_doc.xml section above does not apply. The xslSCHEDULE_13D_X01/ subfolder is absent for such filings.
Schedule 13D filings are not subject to XBRL or inline XBRL (iXBRL) requirements. The linkToXbrl field in metadata is consistently empty.
Amendments and filing chains. Amendment filings include a previousAccessionNumber in the XML header linking back to the immediately preceding filing. A complete ownership history for a given reporting person and issuer requires tracing the chain from the initial Schedule 13D through each subsequent SC 13D/A. Amendments may restate all seven items or include only the items that changed — the XML for an amendment frequently omits unchanged items entirely, while the commentText in Item 1 typically describes the amendment history and states that unchanged items remain in effect.
Joint filings and overlapping ownership. When a group of affiliated persons files jointly, a single record contains multiple reportingPersonInfo entries, each with its own ownership figures. Ownership figures for different reporting persons within the same filing frequently overlap — a fund manager may report the same shares as its fund — because beneficial ownership under Rule 13d-3 can be attributed to multiple persons simultaneously through control relationships. Summing aggregate figures across reporting persons without accounting for this overlap will double-count shares.
Incorporation by reference. Narrative items, particularly Item 2 (identity and background of control persons) and Item 6 (contracts and arrangements), frequently incorporate prior filings or exhibits by reference rather than restating their content. The text of the item may be incomplete without consulting the referenced documents.
CUSIP and security identification. The issuerCUSIP in the cover page header identifies the specific class of equity securities. For issuers with multiple share classes, the CUSIP disambiguates which class triggered the filing obligation. CUSIP values may be absent or inconsistent in older filings.
Percentage calculations. The percentOfClass figure is self-reported by the filer based on the most recently available count of outstanding shares, typically drawn from the issuer's most recent 10-K, 10-Q, N-CSRS, or proxy statement. The denominator is disclosed in the Item 5 free-text narrative but is not independently verified and may be stale.
Pre-XML primary documents. For the majority of the dataset's historical depth (1993 through early 2024), the primary document is unstructured HTML or text. Programmatic extraction of individual fields from these filings requires text parsing rather than XML path traversal. The structured XML field descriptions in this anatomy apply only to post-mandate filings.
Each record in the Form SC 13D Files Dataset is a Schedule 13D or Schedule 13D/A filing submitted to SEC EDGAR by a reporting person — the individual, entity, or group that beneficially owns more than 5 percent of a covered equity class. The subject issuer (the company whose securities are held) does not file the Schedule 13D.
Section 13(d)(1) of the Securities Exchange Act of 1934, implemented through Rule 13d-1, requires a Schedule 13D from any person who acquires beneficial ownership of more than 5 percent of an equity security class registered under Section 12 of the Exchange Act. "Person" is defined broadly:
The initial Schedule 13D is event-driven, not periodic. It is triggered when a person acquires beneficial ownership of more than 5 percent of a covered equity class. "Beneficial ownership" under Rule 13d-3 encompasses voting power and investment power (the power to dispose of or direct disposition), whether held directly or indirectly, including securities acquirable within 60 days through options, warrants, or conversion rights.
Covered securities are equity classes registered under Exchange Act Section 12 — common stock and other equity of companies listed on national exchanges (Section 12(b)) or registered under Section 12(g). Unregistered equity and debt securities are outside scope.
Through early 2024, the statutory deadline was 10 calendar days after the threshold-crossing acquisition (the original Williams Act standard from 1968). Effective February 5, 2024, SEC Release No. 34-98704 shortened this to 5 business days. Most filings in this dataset (which begins November 1993) were subject to the 10-calendar-day rule; filings triggered on or after February 5, 2024 use the 5-business-day deadline.
The reporting person may continue purchasing during the window between trigger and filing, but must disclose all such activity in the Schedule 13D.
After the initial filing, the reporting person must amend promptly upon any material change. Under the pre-2024 regime, "promptly" had no fixed statutory number of days. The 2024 rule amendments codified a 2-business-day deadline for amendments triggered on or after February 5, 2024.
Material changes that require an amendment include:
Certain acquirers may use the shorter Schedule 13G rather than 13D:
If any 13G filer later develops an intent to influence control, or otherwise ceases to qualify, they must convert to Schedule 13D within the applicable deadline.
Schedule 13G is the nearest neighbor. Both are triggered when a person or group crosses 5 percent beneficial ownership of a registered equity class under Exchange Act Section 13(d). The dividing line is intent: Schedule 13G is the short-form alternative reserved for passive investors, qualified institutional investors, or exempt investors who hold shares without a purpose to influence or change control. Schedule 13D applies to everyone else — any filer who crosses 5 percent with activist, control-seeking, or non-passive intent (or who simply fails to qualify for a 13G exemption). Because of this, 13D requires substantially more disclosure: narrative description of the acquisition's purpose, background on each reporting person, funding sources, and any contracts or arrangements regarding the issuer's securities. Schedule 13G omits this narrative and reports only tabular ownership data. A filer that shifts from passive to activist must amend from 13G to 13D.
Forms 3, 4, and 5 (Section 16 insider reports) capture ownership and transactions by officers, directors, and 10-percent beneficial owners of Section 12-registered equity. The overlap with 13D is limited to large holders, but the regimes differ in nearly every dimension. Section 16 forms are transaction-oriented: Form 4 reports individual trades with dates, prices, and share counts within two business days. Schedule 13D is position-oriented and narrative-driven, disclosing aggregate beneficial ownership and the qualitative purpose behind it rather than trade-level detail. Section 16 applies only to statutory insiders; Schedule 13D applies to any person or group — insider or outsider. The 13D threshold is 5 percent; the Section 16 beneficial-owner reporting threshold is 10 percent (though officers and directors report at any ownership level).
Form 13F is a quarterly portfolio snapshot filed by institutional investment managers with over $100 million in Section 13(f) securities. It covers the manager's entire long equity book regardless of position size. Schedule 13D is event-driven (triggered at 5 percent or upon material change), applies to any person or group regardless of institutional status, and contains detailed narrative on intent and funding. Form 13F contains no narrative, no intent disclosure, and no information about arrangements or control purposes. Use Form 13F for broad portfolio composition; use Schedule 13D for deep analysis of specific activist or control-oriented stakes.
| Dimension | Schedule 13D | Schedule 13G | Section 16 (3/4/5) | Form 13F |
|---|---|---|---|---|
| Trigger | 5% beneficial ownership, non-passive intent | 5% beneficial ownership, passive/institutional | Insider status or 10% ownership | $100M AUM threshold |
| Filing cadence | Event-driven (prompt amendment on material change) | Event-driven with annual amendment schedule | Transaction-driven (Form 4 within 2 business days) | Quarterly snapshot |
| Filer population | Any person or group | Passive/institutional investors only | Officers, directors, 10%+ holders | Institutional investment managers |
| Content depth | Extensive narrative: purpose, background, funding, arrangements | Tabular ownership only | Tabular transactions with prices and dates | Tabular holdings, no narrative |
| Intent disclosure | Yes — purpose of acquisition is a required field | No | No | No |
Schedule TO and Schedule 13E-3 are downstream transaction filings that may follow a 13D. Schedule TO covers tender offer terms (price, conditions, expiration); Schedule 13E-3 covers going-private transaction structure, fairness analysis, and financial projections. Neither captures the pre-transaction accumulation or strategic intent that 13D discloses. They are sequels, not substitutes.
DEF 14A proxy statements include beneficial ownership tables listing 5-percent-plus holders, but these are issuer-compiled, annual, and derivative — typically assembled from 13D/13G filings and internal records. They lack the event-driven timeliness and narrative depth of Schedule 13D.
Schedule 13D is the only SEC filing that pairs a specific ownership threshold (5 percent) with mandatory narrative disclosure of the acquirer's purpose, funding sources, background, and contractual arrangements. No other ownership dataset captures strategic intent. Schedule 13G covers the same threshold without the narrative. Section 16 forms capture insider transactions at trade-level granularity but say nothing about purpose. Form 13F captures broad institutional portfolios quarterly but discloses neither intent nor arrangements. For any research centered on activist investing, accumulation campaigns, control contests, or the strategic motivations behind large equity positions, Schedule 13D is the primary and often irreplaceable source.
Schedule 13D filings document beneficial ownership stakes above 5 percent where the filer has or reserves active intent to influence the issuer. The Form SC 13D Files Dataset provides the full filing record — structured metadata, filing text, and attached exhibits — used by teams that track activist campaigns, assess control dynamics, or build systematic ownership models.
Analysts at event-driven and activist-oriented hedge funds use 13D filings to generate and refine trade ideas around activist situations. The purpose-of-acquisition section (Item 4) is the highest-value field: it reveals whether the filer intends to push for board seats, a sale process, asset divestitures, or capital-return changes. Comparing Item 4 across an initial filing and its amendments lets analysts track campaign escalation. The contracts-and-arrangements section (Item 6) and attached exhibits — joint filing agreements, voting agreements, standstill letters, derivative contracts — expose the economic and legal structure of the position, including co-investor participation. Analysts use these records to build campaign timelines, model outcomes, and size the activist's true economic exposure.
Investment bankers advising on mergers, hostile bids, and proxy contests scan 13D filings to identify potential acquirers, blockers, or activist threats to a pending deal. When Item 4 discloses opposition to or support for a proposed transaction, advisory teams factor that into shareholder vote modeling and deal-completion risk. Defense advisors benchmark historical campaigns against comparable issuers — stake size at first filing, demand sequence, derivative usage, escalation pace. The source-of-funds section (Item 3) reveals margin lending or co-investment arrangements that may constrain the filer's flexibility.
Lawyers representing activists draft and benchmark 13D disclosure language against comparable filings to calibrate Item-level specificity. Defense-side counsel at law firms review incoming 13Ds for disclosure deficiencies — incomplete group identification, vague purpose text, late filings, omitted material contracts — that could support litigation or regulatory complaints. Lawyers advising on tender offers, consent solicitations, and proxy fights study how prior campaigns structured group arrangements. Exhibits — joint filing agreements, board letters, and group-member agreements — are often as critical as the filing text itself for legal analysis.
Governance analysts at large asset managers and proxy advisory firms use 13D data to evaluate whether an activist's objectives align with stewardship priorities. When a filing or amendment discloses a push for board refreshment, compensation reform, or strategic review, these teams assess the merits and prepare voting recommendations for any resulting proxy contest. They focus on the purpose section, filer identity and background, stake size, and any nominee slates or governance proposals attached as exhibits. The dataset supports systematic tracking of activist campaigns across portfolio holdings.
At asset managers, compliance officers verify whether positions crossing the 5 percent threshold have been reported on the correct form (13D versus 13G) within required deadlines. At issuers, corporate secretaries monitor incoming 13Ds to notify the board and trigger defensive provisions in bylaws, rights plans, or credit agreements tied to ownership thresholds. At broker-dealers, compliance staff review 13D filings to flag potential material nonpublic information exposure when the filer is a client. Key fields: filing dates, ownership percentages, group composition, and the contracts-and-arrangements section.
Quantitative investment teams build event-driven signals from 13D data. Filing date, amendment sequence, ownership percentage, change in ownership, and purpose text feed models predicting post-filing price behavior, campaign outcomes, or M&A probability. NLP pipelines classify campaigns by type — board seats, strategic alternatives, operational changes, capital return — and score the aggressiveness of stated intentions. Amendment patterns (passive-to-active language shifts, rapid ownership increases) are especially signal-rich. Coverage back to 1993 provides a long backtest window.
Data engineering teams at financial data vendors and analytics platforms use the dataset to build structured ownership databases and retrieval-augmented generation systems. Engineers extract filer identity, CIK, ownership amounts, filing dates, group member lists, and purpose text from metadata and full-text documents, normalizing them into queryable tables. The inclusion of original EDGAR submission files in multiple formats (HTML, XML, TXT, PDF) supports both traditional parsing and language-model-based extraction pipelines.
Reporters covering corporate control battles and shareholder disputes use 13D filings as primary documentary evidence. Item 2 identifies the people and entities behind a stake; Item 4 states their intentions; Item 3 shows how the position was financed; exhibits contain the actual letters, agreements, or demands. Journalists build campaign timelines, identify patterns across a filer's multiple targets, and verify claims made by activists and corporate management. Amendments often signal escalation or settlement, making them especially newsworthy.
Finance and law scholars studying shareholder activism, corporate governance, and ownership regulation use the dataset as an empirical source. Research topics include abnormal returns around 13D filing dates, the relationship between stake size and target-firm characteristics, campaign outcome determinants, and the evolution of disclosure practices. The dataset spans more than three decades of filings, supporting large-sample empirical work.
Schedule 13D filings are the only SEC disclosure that pairs large equity stakes with mandatory narrative on strategic intent. The Form SC 13D Files Dataset supports workflows that depend on this combination of ownership data and qualitative disclosure.
Event-driven analysts reconstruct full campaign timelines by linking initial 13D filings to their amendments using the previousAccessionNumber field. Comparing Item 4 (purpose of transaction) across successive amendments reveals whether a filer has escalated from general investment intent to demanding board seats, a strategic review, or a sale process. Ownership percentage changes between filings quantify stake-building pace, while new exhibits — such as board demand letters or nominee slates — mark inflection points that inform position sizing and trade timing.
Securities lawyers and M&A advisory teams extract joint filing agreements, voting agreements, and group-member arrangements from exhibit files to map the legal and economic structure behind a reported stake. The reportingPersons block in the XML identifies each co-filer, their individual ownership figures, and their memberOfGroup status, while Item 6 (contracts and arrangements) and Item 7 (exhibits) disclose the contractual terms binding group members. This supports analysis of coalition strength, potential antitrust considerations, and the enforceability of group commitments.
Quantitative researchers use filing dates, amendment sequences, ownership percentages, and Item 4 narrative text to construct predictive models for post-filing stock returns, campaign outcomes, and M&A probability. NLP pipelines classify campaigns by type — board contest, strategic alternatives, capital return, operational change — using the free-text transactionPurpose field. The dataset's coverage back to 1993 provides a long backtest window, and the structured XML fields available for post-February 2024 filings enable direct feature extraction without text parsing.
Compliance officers at asset managers verify that positions exceeding 5 percent have been reported on the correct form (13D versus 13G) within required deadlines, using the filedAt timestamp and dateOfEvent to check timeliness. Corporate secretaries at issuers monitor incoming 13D filings by matching the issuerCIK or issuerCUSIP to their company, then review Item 4 and stake size to assess whether the filer's stated intentions trigger defensive provisions in bylaws, rights plans, or credit agreements tied to ownership thresholds.
M&A advisors and governance analysts review Item 3 (source and amount of funds) and Item 6 (contracts and arrangements) to assess how an activist's position is financed — whether through personal capital, margin borrowing, co-investor commitments, or synthetic exposure via total return swaps and options. Exhibits containing derivative contracts or financing agreements provide the underlying terms. This analysis informs judgments about a filer's staying power, capital constraints, and true economic exposure relative to the reported share count.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-13d-files.json
This endpoint returns metadata about the dataset and a list of all available container files. The response includes the dataset name, description, last updated timestamp, earliest sample date, total records and total size, form types covered, container format (ZIP), and content file types. It also provides the download URL for the entire dataset and a list of individual containers with per-container metadata including size, record count, last updated timestamp, and download URL. This endpoint does not require an API key.
Use this API to monitor which containers have been updated in the most recent refresh run and selectively download only those containers on a daily basis.
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"name": "Form SC 13D Files Dataset",
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21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-13d-files.zip?token=YOUR_API_KEY
Downloads the full dataset as a single ZIP archive containing all container files. This endpoint requires an API key passed via the token query parameter.
Download Single Container: https://api.sec-api.io/datasets/form-sc-13d-files/2026/2026-04.zip?token=YOUR_API_KEY
Downloads one individual monthly container file instead of the full dataset. Container paths and their download URLs are listed in the dataset index JSON API response. This endpoint requires an API key passed via the token query parameter.
The Form SC 13D Files Dataset covers Schedule 13D and Schedule 13D/A filings — beneficial ownership reports required under Section 13(d) of the Securities Exchange Act of 1934. All four EDGAR form type variants are included: SC 13D, SC 13D/A, SCHEDULE 13D, and SCHEDULE 13D/A.
One record is a single EDGAR filing folder identified by accession number. It contains a JSON metadata file, the primary Schedule 13D document, an XSL-rendered XHTML view (for post-February 2024 filings), and all non-image exhibit files from the original EDGAR submission.
Any person or group that acquires beneficial ownership of more than 5 percent of an equity security class registered under Exchange Act Section 12 must file Schedule 13D, unless they qualify for the shorter Schedule 13G (available to passive investors, qualified institutional investors, or exempt investors without a control purpose).
The dataset includes all Schedule 13D and Schedule 13D/A filings submitted to EDGAR from November 1993 to the present and is updated on a daily basis.
Both are triggered at the 5 percent beneficial ownership threshold, but Schedule 13D applies to filers with activist, control-seeking, or non-passive intent and requires extensive narrative disclosure — purpose of acquisition, filer background, funding sources, and contractual arrangements. Schedule 13G is a short-form alternative limited to tabular ownership data, available only to passive or institutional holders.
The dataset is distributed as monthly ZIP containers. Each record folder contains files in JSON, XML, HTML, PDF, and TXT formats. Post-February 2024 filings use structured SEC XML conforming to the Schedule 13D XML schema; older filings contain HTML or plain text primary documents.
Effective February 5, 2024, SEC Release No. 34-98704 shortened the initial filing deadline from 10 calendar days to 5 business days and codified a 2-business-day deadline for amendments. Filings triggered before that date were subject to the prior 10-calendar-day rule.