When big entities file 13D forms, is it when they own 5% of the float or shares outstanding?

Sometimes float & shares outstanding seem to be very different.
Just curious what that 5% number is going against, float or outstanding.

 

According to Google AI.


“
Yes, when large entities file a 13D form, it is because they have acquired beneficial ownership of more than 5% of a company's outstanding voting shares, essentially meaning they have control over 5% or more of the voting power in that company; this is considered crossing the "5% threshold" and triggers the requirement to file a Schedule 13D with the SEC.
Key points about 13D filings:

• Purpose: To disclose significant ownership stakes in a public company, allowing the market to be aware of potential changes in company control.
• Filing requirement: Anyone who acquires beneficial ownership exceeding 5% of a company's voting stock must file a Schedule 13D.
• Timeframe: The filing must be made within 10 days of crossing the 5% threshold.”

 

Where are the big tities ?

 

I dont trust any of those AI toys for accurate answers. After receiving many incorrect answers, they are not something that should be trusted, in my opinion.

 

and you trust a random stranger on the internet?

 

I remember reading Connie Bruck's The Predators' Ball (1989) which was mainly about the change in finance brought on by Milken & his firm Drexel, Burnham & Lambert.

The 13D rule used to be 10% of beneficial ownership but it was heavily abused by Milken & his various LBO consortiums. At 9.9% Milken would ask his circle of friends to take "ownership" of additional shares if he was looking into buying that particular company. This was deemed a violation of the "beneficial" part of the 13D law and was referred to as Parking. Milken & DBL were involved in a lot f these types of violations.

Their willingness to cross the grey line of laws was part of their success in winning clients from the White Shoe banks to themselves. Another law they side stepped was the SEC rule about issuing debt. It had to be officially registered so it was traditionally done via the investment banks. You had to declare it & register it with the SEC. So Milken's idea was to do what was referred to as a self-registration. There was no regulation at that time for not doing it so technically it wasn't illegal per se, but it did violate the intent of the registration law.