Tag Archives: SEC Form 5

Which Forms Do Corporate Insiders File with the SEC?

Insiders of Reporting Companies File SEC Forms 3, 4, 5

Since June 30, 2003, the SEC has required insiders to submit forms electronically through the SEC’s EDGAR system.  The SEC now also requires reporting companies with websites to post Forms 3, 4 and 5 by the end of the next business day after the forms are filed with the SEC.

Who Is a Corporate Insider?

Affiliates are also termed “corporate insiders.”  For the purposes of SEC Forms 3, 4 and 5, a corporate insider includes any officer or director, and any shareholder who beneficially owns greater than 9.99% percent of any class of the Company’s equity securities which are registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

(Affiliates or insiders of Pink Sheets or non-reporting companies are not required to file SEC Forms 3, 4 and 5.  The requirements only extend to the insiders of  “mandatory SEC filers” which are subject to the reporting requirements of Section 12 of the Exchange Act.)

SEC Form 3 Reports Initial Beneficial Ownership by Insiders

An insider of an SEC reporting company that is registering equity securities for the first time under Section 12 of the Exchange Act must file this Form on or before the effective date of the registration statement.

If the public company is already registered under Section 12, Form 3 must be filed within Ten (10) days of becoming an officer, director, or beneficial owner of Ten (10%) Percent.

SEC Form 4 Reports Changes in Beneficial Ownership by Insiders

SEC Form 4 is used by insiders to report changes in ownership.  Form 4 must be reported to the SEC within Two (2) business days. Some limited categories of transactions not subject to the Two (2) business day reporting requirement.

SEC Form 5 Reports Changes Not Timely Filed on Form 4

SEC Form 5 is used by insiders to report any transactions that either a) should have been reported earlier on a Form 4 or b) were eligible for deferred reporting.  When Form 5 must be filed, an insider has Forty-Five (45) days after the end of the company’s fiscal year to file.

What are SEC Forms 3, 4 and 5?

These forms are used by a public company’s insiders in order to report beneficial ownership of securities.   A corporate insider in this case refers to the public company’s officers, directors, and anyone beneficially owning greater than Ten (10%) Percent of a class of stock registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”).

SEC Form 3

Form 3 is for filing an initial statement of beneficial ownership. An public company insider must file this Form no later than the effective date of the registration statement if the Issuer is registering stock for the first time under Section 12 of the Exchange Act.

If the public company is already registered under Section 12, Form 3 must be filed within Ten (10) days of the date on which the shareholder became an insider–that is, when he or she became an officer, director, or beneficial owner of greater than Ten (10) percent.

SEC Form 4

Form 4 is used for reporting Changes in beneficial ownership to the SEC.  SEC Form 4 must be reported to the SEC within Two (2) business days. There are certain, limited categories of transactions that are not subject to the Two (2) business day reporting requirement.

SEC Form 5

Form 5 is used by insiders  to report transactions that should have been reported earlier on a Form 4.  Form 5 can also be used for “deferred reporting.” If a Form 5 is filed, it is due Forty-Five (45) days following the end of the public company’s fiscal year.