To read a Schedule 13D, check the cover-page percentage, then go straight to Item 4 (what the holder wants), Item 5 (how the stake is counted, options included), Item 6 (side deals and derivatives) and Item 7 (letters and agreements). A 13D is the long-form disclosure filed by anyone who crosses 5% of a registered equity class and does not qualify for the short-form Schedule 13G, usually because the holder may try to influence control. Since the SEC's 2023 amendments the clock is tight: five business days for the first filing, two business days for amendments. STARTEEPO's four 2026 filings on Xerox ($XRX) show every mechanic.
Who must file a Schedule 13D, and how fast
Rule 13d-1(a) covers any person who, after an acquisition, is the beneficial owner of "more than five percent of the class." That person must file "within five business days after the date of the acquisition." Under Rule 13d-3, beneficial ownership means voting power or investment power, held directly or indirectly, and members of a group are counted together.
Amendments fall under Rule 13d-2(a). Any "material change," including "any material increase or decrease in the percentage of the class beneficially owned," must be reported "within two business days after the date of such change." A purchase or sale equal to 1% or more of the class "shall be deemed 'material'". Smaller moves "may be material, depending upon the facts and circumstances."
The SEC adopted these deadlines on October 10, 2023, replacing the old 10-day window for initial filings. According to the SEC's announcement, the same package clarified derivative disclosure and required machine-readable filings from December 18, 2024, which is why recent filings appear on EDGAR as "SCHEDULE 13D" rather than the older "SC 13D". This is general information about SEC rules, not legal advice.
13D vs 13G: the control-intent test
Schedule 13G is the short form, with two main doors:
- Passive investors (Rule 13d-1(c)) file within five business days, but only if the shares were not bought "with any purpose, or with the effect, of changing or influencing the control of the issuer" and the holder owns less than 20%.
- Qualified institutions such as banks, brokers and registered advisers (Rule 13d-1(b)) file within 45 days after the end of the calendar quarter, with faster filings once they pass 10%.
The switch is what traders watch. Under Rule 13d-1(e), a 13G filer that develops control intent must file a 13D within five business days. Until ten days after that 13D is filed, it cannot vote the shares or buy more. A holder that crosses 10% enters a separate regime: insider reporting and the short-swing profit rule covered in our Section 16(b) explainer.
The items that matter to traders
The full form is set out in 17 CFR 240.13d-101. Four items carry most of the signal.
- Item 4, Purpose of Transaction. The filer must describe plans touching ten listed outcomes, sub-items (a) through (j), including a merger, an asset sale, board changes, a dividend change or delisting. Read what changed from the prior filing, not the boilerplate.
- Item 5, Interest in Securities. The aggregate number and percentage, "identifying those shares which there is a right to acquire." Under Rule 13d-3(d)(1), options, warrants and convertibles exercisable within sixty days count as owned, and the underlying shares are deemed outstanding for that holder's percentage only. Item 5(c) lists every trade in the past sixty days or since the last filing, with dates and prices.
- Item 6, Contracts and Arrangements. Covers "call options, put options, security-based swaps or any other derivative securities," voting arrangements and pledges, including instruments that use the issuer's stock as a reference security.
- Item 7, Exhibits. Joint filing agreements, financing agreements and anything tied to an Item 4 plan. Activist letters are often filed here.
Item 3, Source of Funds, gives the aggregate purchase price, and with it an average cost.
Worked example: STARTEEPO's Xerox trail in 2026
STARTEEPO Invest, a Czech alternative investment fund renamed STARTEEPO SICAV a.s. by September, files jointly with its chairman and chief investment officer, Frantisek Bostl. TTFY covered the stake in this Xerox stake report. The four EDGAR filings, with Yahoo Finance closes on each event date:
| Filing | Event / filed | Shares counted | Reported % | XRX close | Common shares x close |
|---|---|---|---|---|---|
| Initial 13D | May 12 / May 14 | 6,740,000 | 5.15% | $2.73 | 6,600,000 x $2.73 = $18.02M |
| Amendment 1 | Jun 2 / Jun 3 | 8,140,000 | 6.22% | $3.29 | 8,000,000 x $3.29 = $26.32M |
| Amendment 2 | Jul 9 / Jul 13 | 8,940,000 | 6.84% | $2.78 | 8,800,000 x $2.78 = $24.46M |
| Amendment 3 | Sep 8 / Sep 8 | 9,640,000 | 7.34% | $3.20 | 9,500,000 x $3.20 = $30.40M |
| Latest close | Nov 4, 2026 | 9,640,000 | 7.34% (last filed) | $1.18 | 9,500,000 x $1.18 = $11.21M |
"Shares counted" includes 140,000 shares underlying call options; the value column covers common shares only.
The deadlines. The event date was Tuesday, May 12, and the 13D landed Thursday, May 14, inside five business days. Amendment 2 shows the two-day clock: event Thursday, July 9, filed Monday, July 13, the second business day.
The 1% test. Amendment 1 added 1,400,000 shares (1,300,000 by the fund, 100,000 by Bostl): 1,400,000 / 130,779,611 = 1.07%, over the bright line. Amendment 2 added 800,000 shares (0.61%) and Amendment 3 added 700,000 (700,000 / 131,314,511 = 0.53%). Both were below 1%, but both also changed Item 4.
The denominator. The first three filings used 130,779,611 shares outstanding from Xerox's first-quarter 10-Q. Amendment 3 switched to 131,314,511 from the second-quarter 10-Q. 9,640,000 / 131,314,511 = 7.34%. On the old count it would have been 9,640,000 / 130,779,611 = 7.37%.
The options. The May trading exhibit shows Bostl bought 1,400 call contracts on May 12, struck at $3.00 and expiring September 15, 2028. Premiums: 400 x 100 x $1.30 + 1,000 x 100 x $1.40 = $192,000, matching Item 3. The May Item 6 says the calls "may be exercised by the holder thereof at any time," so the 140,000 shares count. At $1.18 they are $1.82 out of the money, yet they still sit inside the 7.34%.
Item 4's drift. In May the group held the stock "for investment purposes." By July it planned "to engage more actively and constructively with the Issuer's management and Board of Directors." The September amendment attached a September 7 letter as Exhibit 99.7. The letter urged a formal strategic review of Xerox Financial Services (XFS), including "a joint venture, capital partnership, partial monetization, or sale."
The valuation claim. The letter put XFS at "roughly $7.69 per share" and called that "more than double the current share price for the entire Company." The last close before the Labor Day letter was $3.32 on September 4: $7.69 / $3.32 = 2.32x. A footnote says the figure "represents STARTEEPO's estimate and is not Company guidance."
The cost basis. Item 3 in Amendment 3 lists $22,962,307 paid for common shares. $22,962,307 / 9,500,000 = $2.42 average cost. At the November 4, 2026 close of $1.18, those shares were worth $11,210,000, a paper loss of $11,752,307, or 51.2%.
What came next. $XRX fell from $2.79 on October 28 to $1.67 on October 29, down 40.1%, on the day Xerox released third-quarter results. The release showed a GAAP net loss of $1,015 million, including a $955 million after-tax goodwill impairment, lower full-year guidance and suspended dividends. XFS revenue was $55 million against $71 million a year earlier, down 22.5%. A same-day 8-K described a debt exchange paying part of its consideration in new common stock, which would enlarge the denominator for any future percentage. Through November 4, EDGAR shows no fourth STARTEEPO amendment. That silence carries information: a sale of 1% or more of the class would need a 13D/A within two business days.
How to find 13D filings on EDGAR
- Open EDGAR full-text search at sec.gov/edgar/search and type the filer name in quotes, for example "STARTEEPO".
- Filter the form type to SCHEDULE 13D and SCHEDULE 13D/A, or SC 13D for older filings.
- Open the filing index: the primary document holds Items 1 to 7, with trading data and letters as exhibits.
- Check the amendment number so no link in the chain is missed, then compare Item 4 with the prior filing.
Common mistakes: a 13D reading checklist
- Taking the headline percentage at face value. Check which share count it uses and whether it includes options.
- Treating out-of-the-money options as dead weight. If they are exercisable within sixty days, they count.
- Reading boilerplate as activism. "May engage in discussions" is standard language. A new letter in Item 7 is the real escalation.
- Confusing event date and filing date. The deadline runs from the trade, not from the headline.
- Assuming a 13D means a bid. STARTEEPO's filings state no plan under sub-items (a) through (j) beyond what is described.
- Skipping Item 3. The aggregate cost shows whether the filer is sitting on a gain or a loss.
More deal mechanics live in the Analysis section; the latest activist stories are on the TTFY homepage.
Bull/Bear Verdict
Bull Case: The two-business-day amendment rule gives traders a near-real-time view of a large holder's buying, cost basis and intentions. STARTEEPO's trail moved from passive language to a published valuation case for XFS within four months, and each step was visible on EDGAR within days.
Bear Case: A 13D is a disclosure, not a price floor. STARTEEPO's common shares were worth $11.21 million at the November 4 close against $22.96 million paid. A company's own results, guidance and dilution can overwhelm an activist's thesis, and sales below 1% of the class may not trigger an amendment.
FAQ
How long does an investor have to file a Schedule 13D?
Five business days after crossing 5%, under Rule 13d-1(a) as amended in 2023. Material changes, including any move of 1% or more of the class, must be reported within two business days under Rule 13d-2(a).
Do options count toward the 5% threshold?
Yes, if they give a right to acquire shares within sixty days. Bostl's 140,000 call shares, struck at $3.00, were counted in every STARTEEPO filing. At the $1.18 close on November 4 they are out of the money, but they still sit inside the last reported 7.34%.
What is the difference between a 13D and a 13G?
A 13G is a shorter form for passive holders under 20% and qualified institutions without control intent. Anyone who may seek to influence control files the 13D, with tighter deadlines and full Item 4 disclosure.
Does a Schedule 13D mean a takeover is coming?
No. Each Item 4 that STARTEEPO filed said it had no plan under sub-items (a) through (j) beyond what it described. Even the September letter asked for a review of XFS, not a sale of Xerox.