Introduction
The SEC Large Trader Rule (Rule 13h-1) doesn’t just apply to dollar amounts — it also applies to share volumes. Knowing both the value-based and share-based thresholds is critical to determining whether you need to file Form 13H.
The Two Types of Thresholds
Value-based thresholds:
- $20 million or more in NMS securities in a single trading day, or
- $200 million or more in NMS securities in a calendar month
Share-based thresholds:
- 2 million shares or more in NMS securities in a single trading day, or
- 20 million shares or more in NMS securities in a calendar month
You only need to exceed one of these thresholds — value or volume — to trigger the filing requirement.
NMS Securities Defined
National Market System (NMS) securities include most stocks traded on U.S. exchanges and certain standardized options.
Examples of Threshold Triggers
- Buying 2.5 million shares of a low-priced stock in one day (even if the dollar total is small)
- Selling $25 million worth of securities in a single day
- Multiple smaller trades that collectively exceed the monthly threshold
Why the SEC Uses Both Value and Volume
By using both measures, the SEC ensures that large-scale market participants are monitored, whether they trade high-value securities or high volumes of low-value securities.
If you’re unsure whether you’ve crossed these thresholds, schedule a free review with 13Hfiling.com and we’ll verify your compliance obligations