SAST disclosure vs Schedule 13D: India vs US
On SAST disclosure vs Schedule 13D, both are how a market makes a large stake public, one in India and one in the US. A SAST disclosure is filed under SEBI's Takeover Code when an acquirer crosses 5% of an Indian listed company and on every later 2% change. A Schedule 13D is filed with the US SEC by a beneficial owner of more than 5% who intends to influence control. This guide compares the two regimes. It is not investment advice.
Definition
SAST disclosure versus Schedule 13D
both make a large stake public. A SAST disclosure is filed in India under SEBI's Takeover Code at the 5% and 2% levels. A Schedule 13D is filed in the US with the SEC by a beneficial owner of more than 5% with intent to influence control. Source: SEBI, SEC.
What triggers each?
In India, Regulation 29 of the SEBI (SAST) Regulations, 2011 sets two triggers: a 5% aggregate holding by an acquirer with persons acting in concert, and every change of 2% or more after that, up or down. In the US, a beneficial owner who crosses 5% and intends to influence or control the company files a Schedule 13D; a purely passive holder over 5% can file the shorter Schedule 13G instead. The India regime keys on the size of the change; the US regime keys on both the 5% level and the holder's intent.
How do they differ?
| What to check | SAST disclosure (India) | Schedule 13D (US) |
|---|---|---|
| Regulator | SEBI | SEC |
| Initial threshold | 5% of shares or voting rights | More than 5% beneficial ownership |
| Ongoing trigger | Every 2% change, up or down | Material changes to the filing |
| Intent required | No (holding-based) | Yes (intent to influence control) |
| Filed with | Stock exchanges and the company | SEC (public on EDGAR) |
| Timing | Within 2 working days | Set by SEC rules |
5% and 2%
India's Regulation 29 thresholds for a SAST disclosure
Source: SEBI (SAST) Regulations, 2011
Which one applies?
It depends on the market. For a stake in an Indian listed company, the SAST disclosure regime applies, and the open offer rules sit above it at higher control thresholds. For a stake in a US company, the Schedule 13D or its passive cousin 13G applies. Both count holders who act in concert together.
Both regimes produce dated public records. Flock reads disclosure filings across India and the US and keeps each one dated and linked to its source, so you can move from a summary to the original filing in one step. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between a SAST disclosure and a Schedule 13D?
Both make a large stake public. A SAST disclosure is filed in India under SEBI's Takeover Code when an acquirer crosses 5% and on every 2% change. A Schedule 13D is filed in the US with the SEC by a beneficial owner of more than 5% who has an intent to influence control. Source: SEBI, SEC.
What are the thresholds in each?
India's Regulation 29 uses a 5% initial threshold and a 2% change threshold. The US Schedule 13D applies to a beneficial owner of more than 5%; a passive holder over 5% may instead file the shorter Schedule 13G. Source: SEBI, SEC.
How fast must each be filed?
A SAST disclosure under Regulation 29 is due within 2 working days of the change. Schedule 13D deadlines are set by the SEC and are separate from the Indian timeline. The two regimes are independent. Source: SEBI, SEC.
Do both cover persons acting together?
Yes. India counts an acquirer together with persons acting in concert. The US aggregates a group that acts together as beneficial owners. Both look through to the combined holding rather than a single name. Source: SEBI, SEC.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.