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Investor.gov
U.S. Securities and Exchange Commission


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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.




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INVESTING QUIZ – MARCH 2024

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today! 


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