ING’s filings with the SEC
As a publicly listed company in the United States, ING is required to file certain documents with the American Securities and Exchange Commission (SEC).
The most common filings with the SEC are the Schedule 13-D, Schedule 13-G and Form 20-F.
Below is a short description of each of these filings, as well as a link to the SEC database with ING's respective filings.
When a person or group of persons acquires beneficial ownership of more than 5% of the number of outstanding shares in a class of a company's equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13D with the SEC. The term beneficial owner is defined under SEC rules. It includes any person who directly or indirectly exercises voting power or investment power (the power to buy or sell the security). Amendments to earlier filings are marked with '/A'.
Schedule 13G is a much-abbreviated version of Schedule 13D. This form is only available for use by a limited category of "persons" (such as banks and insurance companies) and even then only when the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer. Amendments are generally filed on a yearly basis as of the end of the calendar year for as long as the interest stays above 5%. Amendments to earlier filings are marked with '/A'.
This is the Schedule that ING will use in most cases as most equity investments are acquired in the ordinary course of its insurance and asset management businesses.
Note that while Dutch regulatory filings of beneficial ownership pertain to the percentage held of the issued capital, the US regulatory filings pertain to the percentage held of a specific class of registered securities (for instance, common shares registered under Section 12(b) of the Securities Exchange Act of 1934).
As a result of this, filings under US law may differ considerably from filings under Dutch Law both relative to the companies for which filings are done and the percentage disclosed.
This form refers to the registration of securities of Foreign Private Issuers Pursuant to Section 12(b) or (g) and Annual and Transition Reports Pursuant to Sections 13 and 15(d). Put simply, a form 20-F is the annual report according to US accounting rules (US GAAP).