ING’s filings with the SEC
As ING is also a publicly listed company in the United States, ING is required to file certain documents and information with the United States Securities and Exchange Commission (SEC). These filings relate primarily to periodic reporting requirements applicable to issuers of securities, as well as to beneficial ownership reporting requirements as a holder of securities.
The most common filings we submit to the SEC are Forms 6-K and 20-F (periodic reporting requirements) and Schedules 13D and 13G (beneficial ownership requirements).
Below is a short description of each of these filings, as well as a link to the SEC database with ING's respective filings. In each case, amendments to earlier filings are marked with '/A'.
Form 6-K is a report of Foreign Private Issuers pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934, as amended (the Exchange Act). This report is used to provide certain material information not contained in its latest 20-F filing that is either required to be made public in the issuer’s home country, filed with and made public by a foreign stock exchange on which its securities are traded, or is distributed to holders of equity securities.
When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company's equity securities registered under Section 12 of the Exchange Act, they must file a Schedule 13D with the SEC. The information will be used for the primary purpose of disclosing the acquisition, holdings and other information of certain beneficial owners of certain equity securities, therefore it may also be referred to as the ‘beneficial ownership report’.
The term beneficial owner is defined under the SEC’s rules and generally includes any person who directly or indirectly exercises voting power or investment power (the power to buy or sell) over a security.
Schedule 13G is a more abbreviated version of Schedule 13D that is available to beneficial owners of a class of securities that are considered “passive investors.”. This form is only available for use by a limited category of "persons" (such as banks, investment companies and insurance companies) and even then only when the equity 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 an annual basis as of the end of the calendar year for as long as the interest stays above 5%.
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 Exchange Act). 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.
Form 20-F is the primary disclosure document for foreign private issuers under both the Securities Act of 1933, as amended, and the Exchange Act. Although Form 20-F is most often filed as an annual report under the Exchange Act, it is also used to register classes of securities under the Exchange Act. In addition, the disclosure required by each Securities Act registration statement form cross-references the disclosure requirements of Form 20-F.