The US Filings Calendar for a Cayman Fund Manager: 13F, 13D and 13G, Form PF, CFTC and Form D

A Cayman fund manager's US filings are triggered by what the fund trades and who invests in it, not by where the fund is domiciled. A manager with discretion over US$100 million or more in US exchange traded securities files Form 13F within 45 days of each quarter end. Crossing 5 per cent of a US public company starts a Schedule 13D clock of five business days. A Regulation D offering to US investors requires a Form D within 15 calendar days of the first sale, and a CFTC Rule 4.13(a)(3) exemption must be affirmed within 60 days of each calendar year end. This page consolidates the deadlines, the triggers and the filing venues in one calendar, each sourced to the governing rule.

The pattern we see is always the same. A manager builds a careful Cayman compliance calendar and treats the US obligations as something that happens to American firms. Then the fund buys a US listed position, or takes its first New York allocation, and three different clocks start that nobody is watching. None of these filings is difficult. What catches managers is that each one has a different trigger, a different deadline and a different filing system, and no regulator sends a reminder. We tell managers to build the US column into the calendar on day one, even if every row starts empty.

David Lloyd, Chief Executive Officer at CV5 Capital

Executive Summary

The US reporting perimeter catches an offshore manager through three doors: the instruments the fund trades, the investors it accepts, and any US adviser entity in the structure. Each door opens a different set of filings with its own trigger, deadline and venue. The table below is the consolidated calendar; the sections that follow explain who is caught and link to the detailed guides.

• Form 13F applies to any manager, wherever domiciled, that uses US jurisdictional means and holds discretion over at least US$100 million in section 13(f) securities. Reports are due within 45 days of each calendar quarter end.
• Schedule 13D is now due within five business days of crossing 5 per cent with control intent, and amendments within two business days, following the SEC's October 2023 amendments.
• Form PF is filed only by SEC registered advisers with at least US$150 million in private fund assets. Exempt reporting advisers do not file Form PF; they file an annual Form ADV report instead.
• Form D is the fund's own filing, due no later than 15 calendar days after the first sale in a Regulation D offering, with an annual amendment while the offering continues.
• A CFTC Rule 4.13(a)(3) exemption is not permanent: it must be affirmed through the NFA's electronic exemption system within 60 days of each calendar year end.
• Rule 13f-2 short position reporting on Form SHO is currently exempted until 2 January 2028 under SEC Release 34-104303.

Three Doors into the US Reporting Perimeter

None of the filings on this page depends on the fund being a US vehicle. Section 13 of the Securities Exchange Act reaches any institutional investment manager or beneficial owner of US registered equity securities. Regulation D reaches any issuer selling to US investors in reliance on it. The Commodity Exchange Act reaches any operator of a pool trading commodity interests with a US connection, and the Advisers Act reaches the US adviser or affiliate in the structure.

The filer also differs from row to row. Some filings belong to the investment manager, some to the fund as issuer, and some to beneficial owners, which can include both at once. Who the fund may accept as an investor in the first place is a separate analysis, covered in our guide to accepting US investors in a Cayman fund.

The Calendar at a Glance

Figures current as at 12 October 2026. Each row is sourced to the rule or instrument named in the final column.

The rows are deliberately short. The sections below set out who is actually caught, because the perimeter questions generate more errors than the deadlines themselves.

Ownership and Position Reporting: 13F, 13D and 13G

Form 13F turns on investment discretion, not domicile. Under Rule 13f-1, the obligation falls on every institutional investment manager exercising investment discretion over accounts holding section 13(f) securities worth at least US$100 million. The test is aggregate fair market value on the last trading day of any month of a calendar year. The SEC's Form 13F guidance confirms that a non US manager is caught if it uses any means of US interstate commerce in its business and meets the threshold, which in practice any manager trading US markets does. Section 13(f) securities are drawn from the SEC's official list, primarily US exchange traded stocks together with listed closed end funds and exchange traded funds.

Schedules 13D and 13G apply to beneficial ownership of more than 5 per cent of a voting class of equity securities registered under section 12. Beneficial ownership follows voting or investment power, so a Cayman fund and its investment manager can both be reporting persons for the same position. The SEC's October 2023 amendments compressed the deadlines sharply: the Schedule 13D window fell from ten calendar days to five business days, and compliance with the accelerated Schedule 13G deadlines has been required since 30 September 2024.

Two further regimes sit beside these. Rule 13f-2 and Form SHO, the monthly short position reports adopted in 2023, are currently suspended. Following a remand by the Fifth Circuit Court of Appeals in August 2025, the SEC's order in Release 34-104303 exempts institutional investment managers from compliance until 2 January 2028. Once compliance begins, reports fall due within 14 calendar days of each month end. Separately, a fund that crosses 10 per cent of a registered equity class becomes a section 16 insider. Form 3 is due within 10 days, Form 4 before the end of the second business day after each transaction, and Form 5 within 45 days of the issuer's fiscal year end. Short swing profit liability can attach to matched purchases and sales.

Adviser Reporting: Form PF and the ERA Annual Report

Form PF is the filing most often misallocated in an offshore structure. Under Advisers Act Rule 204(b)-1 it is filed only by advisers registered, or required to be registered, with the SEC that manage at least US$150 million in private fund assets. Most filers report annually within 120 calendar days of their fiscal year end. Large hedge fund advisers, currently those with US$1.5 billion or more in hedge fund assets, file quarterly within 60 calendar days of each quarter end. A joint SEC and CFTC proposal of 20 April 2026 would raise that threshold to US$10 billion and the general Form PF filing threshold from US$150 million to US$1 billion, and the compliance date for the February 2024 Form PF amendments has been deferred to 1 July 2027. Since the 2023 amendments these advisers must also file current reports on defined stress events, as soon as practicable and no later than 72 hours after the event. The reporting perimeter, the tiering and the content are examined in our guide to Form PF for managers of Cayman funds.

An exempt reporting adviser files no Form PF at all. Its obligations are the truncated Form ADV report filed through the investment adviser registration depository, updated annually within 90 days of its fiscal year end, with prompt amendments when specified items become inaccurate. The private fund adviser exemption, the US$150 million calculation and the trap of measuring it against regulatory assets rather than net assets are covered in our analysis of exempt reporting adviser status for US managers of a Cayman fund. For calendar purposes the point is simple: the ERA has one fixed annual deadline, and crossing US$150 million converts it into a registrant with the full Form PF schedule above.

The Offering Notice: Form D

Form D belongs to the fund, not the manager. A Cayman fund selling to US investors in reliance on Rule 506 must file a notice of sales on Form D with the SEC, under Securities Act Rule 503. The deadline is no later than 15 calendar days after the first sale of securities in the offering. If it falls on a weekend or US holiday it rolls to the next business day. While the offering continues, the rule requires an annual amendment on or before each anniversary of the most recent filing, and a continuously offered fund is in a continuing offering for this purpose.

Two operational points follow. The filing is made on EDGAR, so the fund needs its own EDGAR access codes, obtained during onboarding rather than in the 15 day window. And the first sale is a subscription event, so the trigger should be wired into the subscription workflow: whoever accepts the first US subscription starts the Form D clock. Individual US states may also require their own notices for Rule 506 offerings on their own timetables.

CFTC and NFA: The Exemption That Expires Every Year

Where the fund trades commodity interests, including futures, options on futures and most swaps, its operator faces CFTC registration analysis regardless of the fund's domicile. Many offshore structures rely on CFTC Rule 4.13(a)(3), the de minimis exemption from commodity pool operator registration. It is available where the pool stays within one of two tests: initial margin and premiums not exceeding 5 per cent of portfolio liquidation value, or aggregate net notional value not exceeding 100 per cent of it. Participants must also fall within defined sophisticated categories.

The calendar point is the one managers miss. The exemption notice is not filed once and forgotten: under Rule 4.13(b)(4) it must be affirmed through the NFA's electronic exemption system within 60 days of each calendar year end, or withdrawn. An unaffirmed exemption lapses, leaving the operator of a pool trading commodity interests without registration or exemption. The instrument by instrument analysis of when a crypto strategy becomes a commodity pool is set out in our guide to CFTC registration for a Cayman crypto fund. That guide also covers the separate Rule 3.10(c) relief for non US operators of pools with no US participants. How pending US market structure legislation could move that perimeter is tracked in our CLARITY Act outlook for offshore digital asset fund managers.

Treasury and Commerce Surveys: TIC and BEA

Two survey regimes catch US resident entities in an offshore structure, typically a US adviser affiliate or a US feeder. The Treasury's TIC Form SHC(A) is the annual report of US ownership of foreign securities, which can include a US entity's holding in a Cayman fund. It is filed by US resident custodians and end investors notified by the Federal Reserve Bank of New York. The report is measured as of the last business day of December and due no later than the first Friday of March, with a US$200 million exemption level on the main schedules. The full benchmark survey runs approximately every five years, next as of 31 December 2026, and benchmark years can sweep in reporters regardless of notification.

On the Commerce side, the BEA's Form BE-13A reports new foreign direct investment. A US business enterprise must file within 45 days after a foreign entity completes an acquisition of at least 10 per cent of its voting interest where the cost exceeds US$40 million. The obligation applies whether or not the BEA makes contact. Other TIC and BEA forms apply by notification or threshold on their own cycles, and a US affiliate should confirm its position against the current survey instructions each year. These survey obligations sit alongside, not instead of, the tax information regimes; FATCA and CRS reporting runs through the Cayman side of the calendar and is covered in our FATCA and CRS operational guide for Cayman funds.

Running the US Column of the Compliance Calendar

The Cayman cycle of audit, fund annual return and fee deadlines is predictable and date driven; it is set out in our annual compliance calendar for Cayman hedge funds. The US column behaves differently. Only four entries are fixed dates that recur whatever happens: the 13F quarterly cycle, the Form PF and Form ADV annual deadlines, the 4.13 affirmation window and the Form D anniversary. Everything else is event driven, measured in business days from a trade, a threshold crossing or a first sale.

That difference dictates the design. The fixed entries belong in the compliance diary with internal deadlines ahead of the legal ones. The event driven entries need monitoring rather than diarising. That means daily ownership checks against the 13D and 13G thresholds, a subscription workflow that flags the first US sale, and a margin and notional test at each NAV while the exemption is relied on. Each filing needs a named owner, because an obligation that belongs to everyone is performed by no one.

Common Mistakes

• Assuming Cayman domicile keeps the manager outside Form 13F, when the test is US jurisdictional means plus US$100 million in section 13(f) securities.
• Running position monitoring quarterly against deadlines that are measured in business days from the acquisition or the month end crossing.
• Treating the Rule 4.13(a)(3) notice as permanent and missing the 60 day annual affirmation, which lapses the exemption.
• Confusing Form PF with the ERA report: an exempt reporting adviser files no Form PF, and a newly registered adviser inherits the full Form PF schedule.
• Discovering at the first US subscription that the fund has no EDGAR codes, with 15 calendar days running on the Form D.
• Leaving filings unowned because the filer differs by row: the manager for 13F, the fund for Form D, the beneficial owners for 13D and 13G.

The CV5 Implementation Perspective

CV5 Capital is the Cayman-headquartered institutional fund infrastructure platform for hedge fund and digital asset managers who need to launch quickly, operate properly and satisfy serious investors from day one. It operates CV5 SPC for traditional strategies and CV5 Digital SPC for digital asset strategies, both registered with CIMA under the Mutual Funds Act. Each manager receives a segregated portfolio with an independent board and coordinated fund administration, audit, banking, custody and compliance arrangements. CV5 Capital is not the investment manager of the strategies on its platforms.

For a manager with US instruments or US investors, the Cayman hedge fund platform for emerging managers means the governance and compliance calendar framework already exists. The Cayman cycle is running, and the US column is maintained against the structure's actual triggers. The US filings themselves remain the obligations of the entities that owe them, with the platform's value lying in the board oversight, the service provider coordination and the discipline of a calendar that names an owner for every row.

Key Takeaways

• Map the three doors at launch: instruments traded, investors accepted and US adviser entities. Each opens different rows of the calendar.
• Diarise the fixed deadlines with internal buffers: 13F within 45 days of quarter end, Form PF within 120 or 60 days, Form ADV within 90 days, the 4.13 affirmation within 60 days of year end.
• Monitor the event driven triggers daily: 5 per cent and 10 per cent ownership thresholds, short swing exposure above 10 per cent, and the first US sale for Form D.
• Obtain EDGAR access codes and confirm filing system access during onboarding, not inside a five business day window.
• Assign a named owner to every filing, distinguishing the manager's filings from the fund's and the beneficial owners'.
• Reconfirm the calendar annually: the Form SHO exemption ends 2 January 2028, and thresholds and deadlines move with rulemaking.

Frequently Asked Questions

Does a Cayman fund manager have to file Form 13F?

Yes, if it meets the test. Form 13F applies to any institutional investment manager, wherever domiciled, that uses US jurisdictional means and exercises investment discretion over at least US$100 million in section 13(f) securities. The threshold is measured on the last trading day of any month of a calendar year. Reports are filed on EDGAR within 45 days after the calendar year end and within 45 days after each of the first three quarters of the following year.

What are the current Schedule 13D and 13G deadlines?

Since the SEC's October 2023 amendments, an initial Schedule 13D is due within five business days of acquiring more than 5 per cent of a covered class, with amendments within two business days of a material change. Schedule 13G deadlines vary by category. Qualified institutional investors generally file within 45 days of the quarter end in which they exceed 5 per cent, passive investors within five business days, and faster deadlines apply above 10 per cent.

Does an exempt reporting adviser file Form PF?

No. Form PF is filed only by advisers registered or required to be registered with the SEC that manage at least US$150 million in private fund assets. An exempt reporting adviser instead files a truncated Form ADV report, updated annually within 90 days of its fiscal year end, with prompt amendments when specified information becomes inaccurate.

When must a Cayman fund file Form D?

The fund, as issuer, must file Form D on EDGAR no later than 15 calendar days after the first sale of securities in a Regulation D offering under Securities Act Rule 503. While the offering continues, an annual amendment is required on or before each anniversary of the most recent filing. Individual US states may require their own notices for Rule 506 offerings.

When is the CFTC Rule 4.13(a)(3) annual affirmation due?

Within 60 days of each calendar year end, through the NFA's electronic exemption filing system. The operator must affirm the notice of exemption, withdraw it because the relevant activities have ceased, or withdraw it and register. An exemption that is not affirmed lapses, leaving the pool operator without registration or exemption.

Is short position reporting on Form SHO in force?

Not yet. Under SEC Release 34-104303, institutional investment managers are exempt from Rule 13f-2 and Form SHO reporting until 2 January 2028, following a court remand of the rule in August 2025. Once compliance begins, Form SHO reports fall due within 14 calendar days after each month end, so managers with reportable short positions should build the process before the exemption ends.