Form 13F-NT Filings

What Is SEC Form 13F-NT?

Form 13F‑NT is a notice filing submitted by institutional investment managers who are subject to Section 13(f) of the Securities Exchange Act of 1934 and Rule 13f‑1, but who do not themselves file a full holdings report (Form 13F‑HR).

This form is typically filed when an institutional investment manager is subject to Section 13(f) reporting requirements but does not submit a full Form 13F‑HR holdings report directly. Instead, Form 13F‑NT is used when the manager’s reportable holdings are included in another manager’s Form 13F‑HR (a “designated manager” arrangement) or when the manager has no reportable securities for that quarter. In these cases, the Form 13F‑NT serves as the manager’s official notice filing for the period, documenting compliance with Rule 13f‑1. It does not replace the underlying obligation to file Form 13F‑HR when required, but rather provides transparency by explaining why the manager is not filing a complete holdings report

Key elements typically found in SEC Form 13F-NT include:

• Name of the institutional investment manager and address
• Form 13F file number and other identifying information (if applicable)
• Report period covered (calendar quarter)
• Statement of reporting approach
• Reference to designated manager (if applicable)
• Signature and authorized signatory information

SEC Form 13F-NT Filing Deadlines

SEC Form 13F-NT is tied to the quarterly Form 13F filing schedule. Managers generally file Form 13F within 45 days after the end of each calendar quarter, and Form 13F-NT is used when the manager cannot meet that deadline and must provide notice while the full report is completed.

Key Things to Know About Form 13F-NT Filing Rules

• Form 13F Requirement Still Applies: A Form 13F-NT filing does not satisfy the full Form 13F reporting obligation; it is used only to provide notice when the required report cannot be filed on time.
• Used Only When the Filing Will Be Late: Form 13F-NT is filed when a manager cannot submit its Form 13F by the deadline and needs to disclose the late filing along with an explanation.
• Form 13F Must Be Filed Afterward: Managers are expected to file the complete Form 13F report as soon as practicable after submitting Form 13F-NT, and related amendments may also appear in listings such as Form 13F-HR/A
• Filed Electronically and Publicly Available: Form 13F-NT is submitted through EDGAR and becomes part of the public record, similar to other institutional holdings-related form types.
• Late Notice Does Not Waive Compliance: Filing Form 13F-NT does not waive or reset the reporting requirement; it functions as a notice and is expected to be followed by the complete Form 13F submission.