The test runs on twelve month-ends, not four quarter-ends, and a private equity adviser can cross it the year a portfolio company lists without ever trading a share.
The Form 13F threshold is met when the Section 13(f) securities held in all accounts over which the manager exercises investment discretion are worth at least 100 million dollars on the last trading day of any month of the calendar year. In an illustrative case, a private equity adviser whose portfolio company listed in June is at 96.48 million at the end of September and 105.72 million at the end of October. It must file for the December quarter and the following three quarters, although it is back to 87.66 million by year end.
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Form 13F is usually thought of as a hedge fund filing. Private equity and venture advisers meet it in a different way: they rarely buy listed shares, but they come to own them when a portfolio company goes public. Nobody on the deal team trades, the shares are locked up, and the compliance calendar has no 13F entry. The calculation below is the one that should run every month after a listing.
| Holding | Shares |
|---|---|
| NewCo, listed in June, held by Fund II | 3,000,000 |
| NewCo, held by Fund III | 1,200,000 |
| NewCo, all accounts | 4,200,000 |
| Another listed company, received in an earlier exit, at 30.00 | 150,000 |
Everything else in the funds is private and is not a 13(f) security. The adviser has investment discretion over both funds. The second listed holding is worth 4,500,000 throughout.
For each month-end: value = Σ (shares of each 13(f) security in every discretionary account × closing price on the last trading day)
Filing required if any month-end value ≥ 100,000,000
In Excel, with month-end values in B2:B13: =IF(MAX(B2:B13)>=100000000,"File","No filing").
Step 1: list what counts. Section 13(f) securities are those on the SEC's official list, mainly exchange-traded equities, plus certain options, convertibles, closed-end funds and ETFs. The listed class of NewCo is on it from the listing. A lock-up does not take it off.
Step 2: aggregate every account. The threshold is per manager, not per fund. Neither fund crosses it alone in October: Fund II with the other listed holding is at 76.80 million, Fund III at 28.92 million.
Step 3: value at each month-end close.
| Month-end | NewCo close | NewCo holding | Total 13(f) securities | Test |
|---|---|---|---|---|
| June | 18.00 | 75.60 | 80.10 | Below |
| July | 20.40 | 85.68 | 90.18 | Below |
| August | 21.10 | 88.62 | 93.12 | Below |
| September | 21.90 | 91.98 | 96.48 | Below |
| October | 24.10 | 101.22 | 105.72 | Met |
| November | 21.50 | 90.30 | 94.80 | Below |
| December | 19.80 | 83.16 | 87.66 | Below |
Step 4: the trigger price. With 4.5 million of other holdings, NewCo has to close a month above (100.0 − 4.5) ÷ 4.2 = 22.74. It did so once, at the end of October, by 5.72 million.
One month-end above the line is enough. The adviser must file Form 13F for the quarter ending 31 December 2026 and for the quarters ending 31 March, 30 June and 30 September 2027, each within 45 days of the quarter end. The December report lists the holdings at the quarter end, 87.66 million, even though that is below the threshold. Whether the adviser files again for the December 2027 quarter depends on its month-ends in 2027.
The quarter-end trap. A firm that tests only at quarter ends sees 80.10, 96.48 and 87.66 million and concludes there is nothing to file. The only month-end that met the test was a month in the middle of a quarter. That is how a 13F obligation is discovered by an examiner rather than by the compliance calendar.
| Scenario | Total | Test |
|---|---|---|
| NewCo closes October at 20.00 | 88.50 | Below |
| NewCo closes October at 22.74 | 100.01 | Met |
| Base case, 24.10 | 105.72 | Met |
| NewCo closes October at 26.00 | 113.70 | Met |
| Fund II distributes 500,000 shares in kind before October | 93.67 | Below |
| Fund II distributes 1,000,000 shares in kind before October | 81.62 | Below |
Shares distributed in kind to limited partners leave the adviser's discretion and stop counting once they are delivered. A distribution plan is therefore also a 13F plan, though the order should never run the other way: avoiding a filing is not a reason to distribute.
A mid-month spike does not count. NewCo traded at 26.00 in mid-August, a level that would have valued the holdings at 113.70 million. At the August close it was 93.12 million, and only the close is tested.
Add up every 13(f) security across all discretionary accounts at the close of every month, and file if any month reaches 100 million. Here a single October month-end, 105.72 million, creates four quarterly filings. The same aggregation logic sits behind the 13D and 13G beneficial ownership test, which the newly listed holding may trigger too. How to turn tests like this into a calendar and a defensible programme is the subject of the free workbook and working documents for this book.
Yes. The test is whether the security is on the SEC's official list of Section 13(f) securities, which includes the listed class of the company, not whether the holder can sell it. Shares a private equity fund cannot sell during a 180-day lock-up are counted at their month-end market value. In the illustrative case, 4,200,000 locked-up shares at 24.10 are worth 101.22 million, enough alone to cross 100 million.
Not straight away. Crossing 100 million on any month-end in a calendar year triggers a filing for the December quarter of that year and for each of the first three quarters of the next year. In the illustrative case the adviser is at 105.72 million at the end of October 2026 and 87.66 million in December, and still files for December 2026 and March, June and September 2027.
No. The threshold is measured on the last trading day of each month only. In the illustrative case the portfolio company trades at 26.00 in mid-August, which would value the holdings at 113.70 million, but at the August month-end close of 21.10 they are worth 93.12 million and the test is not met that month.
This article is one calculation from The Private Fund Compliance Officer. The book takes the same case from first principles to the decision, chapter by chapter, and every figure it prints is a live formula in the free companion workbooks.
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