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Submission: On March 15 via manual from US — Scanned from DE
Effective URL: https://www.investor.gov/introduction-investing/general-resources/news-alerts/alerts-bulletins/investor-bulletins-69
Submission: On March 15 via manual from US — Scanned from DE
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Skip to main content An official website of the United States government Here’s how you know Here’s how you know The .gov means it’s official. Federal government websites often end in .gov or .mil. Before sharing sensitive information, make sure you’re on a federal government site. The site is secure. The https:// ensures that you are connecting to the official website and that any information you provide is encrypted and transmitted securely. Investor.gov U.S. Securities and Exchange Commission AUXILIARY HEADER * About Us * Contact Us * Follow Us * Información en Español Search Investor.gov Please enter some keywords to search Menu Toggle MAIN NAVIGATION * BACK * Introduction to Investing * BACK * Getting Started * BACK * Five Questions to Ask Before You Invest * Understanding Fees * Asset Allocation * Assessing Your Risk Tolerance * Investing on Your Own * Working with an Investment Professional * Researching Investments * Investing Basics * BACK * Save and Invest * Invest For Your Goals * How Stock Markets Work * Investment Products * What is Risk? * Role of the SEC * Glossary * General Resources * BACK * Investor Alerts & Bulletins * Publications and Research * Useful Websites * Questions? Visit Our Glossary * Financial Tools & Calculators * BACK * Financial Tools * BACK * Investment Professional Background Check * EDGAR - Search Company Filings * Fund Analyzer * Retirement Ballpark E$timate * Social Security Retirement Estimator * Calculators * BACK * Compound Interest Calculator * Calculadora de interés compuesto * Savings Goal Calculator * Required Minimum Distribution Calculator * College Savings Calculator * Alerts and Bulletins * Protect Your Investments * BACK * Fraud * BACK * Types of Fraud * How to Avoid Fraud * Resources for Victims * Get Help * BACK * Submit Questions and Complaints * Arbitration and Mediation Clinics * Check Out Your Investment Professional * Additional Resources * BACK * Spotlight * BACK * Crypto Assets * Director's Take * HoweyTrade * Public Service Campaign * World Investor Week * Investing Quizzes * Investomania * Microcap Fraud * Videos * Retirement Toolkit * BACK * First Job * Switching Jobs * Employer-Sponsored Plans * Federal Government Plans * Individual Retirement Accounts (IRAs) * Managing Lifetime Income * Senior Specialist Designations * Social Security * Avoiding Retirement Fraud * Information For: * BACK * Librarians * Native Americans * Older Investors * Teachers * Military * Veterans * Youth * Entrepreneurs * Calculate Compound Interest BREADCRUMB 1. Home 2. Introduction to Investing 3. Investor Alerts and Bulletins MAIN NAVIGATION * Five Questions to Ask Before You Invest * Understanding Fees * Asset Allocation * Assessing Your Risk Tolerance * Investing on Your Own * Online Investing * Direct Investing Expand * Working with an Investment Professional * Brokers * Using BrokerCheck * Investment Advisers * Investment Adviser Registration Expand * Check Out Your Investment Professional * Using IAPD * Using SALI * Ask Questions * Choosing a Financial Professional Expand * Researching Investments * Using EDGAR to Research Investments * Ask and Check * Using EMMA - Researching Municipal Securities and 529 Plans * How to Read a 10-K * How to Read an 8-K * Insider Transactions and Forms 3, 4, and 5 Expand MAIN NAVIGATION (ALERTS) * Investor Alerts & Bulletins * Publications and Research * Useful Websites UPDATED INVESTOR BULLETIN: INSIDER TRANSACTIONS AND FORMS 3, 4, AND 5 Jan. 26, 2021 The SEC’s Office of Investor Education and Advocacy is issuing this Investor Bulletin to help educate investors about SEC Forms 3, 4, and 5. The federal securities laws require certain individuals (such as officers, directors, and those that hold more than 10% of any class of a company’s securities, together we’ll call, “insiders”) to report purchases, sales, and holdings of their company’s securities by filing Forms 3, 4, and 5. Codes Following is a description of some commonly used “transaction codes.” For more transaction codes and a more detailed explanation for the various codes, please see the General Instructions to Form 4. Transaction Code Transaction A Grant, award, or other acquisition of securities from the company (such as an option) K Equity swaps and similar hedging transactions P Purchase of securities on an exchange or from another person S Sale of securities on an exchange or to another person D Sale or transfer of securities back to the company F Payment of exercise price or tax liability using portion of securities received from the company M Exercise or conversion of derivative security received from the company (such as an option) G Gift of securities by or to the insider V A transaction voluntarily reported on Form 4 J Other (accompanied by a footnote describing the transaction) WHAT’S A FORM 3? When a person becomes an insider (for example, when they are hired as an officer or director), they must file a Form 3 to initially disclose his or her ownership of the company’s securities. Form 3 must be filed within 10 days after the person becomes an insider. WHAT’S A FORM 4? In most cases, when an insider executes a transaction, he or she must file a Form 4. With this form filing, the public is made aware of the insider’s various transactions in company securities, including the amount purchased or sold and the price per share. Form 4 must be filed within two business days following the transaction date. Transactions in a company’s common stock as well as derivative securities, such as options, warrants, and convertible securities, are reported on the form. Each transaction is coded to indicate the nature of the transaction. WHAT’S A FORM 5? A Form 5 is generally due to the SEC no later than 45 days after the company’s fiscal year ends and is only required from an insider when at least one transaction, because of an exemption or failure to earlier report, was not reported during the year. For example, some transactions, such as certain purchases by an insider of less than $10,000 in a six-month period, don’t have to be reported on Form 4 when they occur but do have to be reported on Form 5. The Form 5 filing doesn’t have to disclose transactions that have been previously reported. When reporting transactions on Form 5, insiders use the same transaction codes as when reporting on Form 4. WHAT CAN INVESTORS DO? Before investing, investors may wish to research insider ownership to consider the extent of insiders’ economic stake in the success of the company, as reflected both in outright ownership and transactions (such as equity swaps) that may hedge the economic risk of that ownership. Many investors believe that reports of insiders’ purchases and sales of company securities can provide useful information as to insiders’ views of the performance or prospects of the company. Of course, insiders may sell company securities for any number of reasons, including for liquidity and diversification purposes. Forms 3, 4, and 5 are publicly available through the SEC’s EDGAR website. ADDITIONAL INFORMATION In addition to the SEC’s EDGAR website, there also are many third-party websites that offer insider ownership and transaction information. If you enter the words “insider reports” into most Internet search engines, you’ll quickly find websites that can provide this information. For more information on the reporting requirements for officers, directors, and beneficial owners, you can read Section 16 of the Exchange Act. You can also review blank PDF versions of Form 3, Form 4, and Form 5 as well as the instructions to these forms. For additional educational information for investors, see the SEC Office of Investor Education and Advocacy’s website for investors, Investor.gov. -------------------------------------------------------------------------------- The Office of Investor Education and Advocacy has provided this information as a service to investors. It is neither a legal interpretation nor a statement of SEC policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities or tax law. FEATURED CONTENT WOMEN AND INVESTING Read our Director’s Take article to learn how women can level the playing field when it comes to investing. INVESTMENT PROFESSIONAL BACKGROUND CHECK SEARCH TOOL Learn about an investment professional’s background, registration status, and more. ARTIFICIAL INTELLIGENCE (AI) AND INVESTMENT FRAUD Read our Investor Alert to learn how bad actors are using AI to lure victims into scams and what you can do to keep your money safe from these frauds. INVESTING QUIZ – MARCH 2024 This month’s quiz focuses on fraud tactics and scams. Test your fraud literacy today! SIGN UP FOR INVESTOR UPDATES Sign up for Investor Updates Enter Email Address FOLLOW US * YouTube(link is external) SITE INFORMATION * SEC.gov * MyMoney.gov(link is external) * FOIA * Plain Writing * Privacy * Vulnerability Disclosure Policy * USA.gov(link is external) * Disclaimer Return to Top