Form 4
Encyclopedia
Form 4 is a United States SEC filing
that relates to insider trading
. Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934
must file with the United States Securities and Exchange Commission
a statement of ownership regarding such security. The initial filing is on Form 3
and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5
. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR
is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.
A Form 4 must be filed before the end of the second business day following a change in ownership of securities or derivative securities (including the exercise or grant of stock options) for individuals subject to Section 16 of the Securities Exchange Act of 1934.
General Transaction Codes
Rule 16b-3 Transaction Codes
Derivative Securities Codes
Other Sections 16b Exempt Transactions and Small Acquisition Codes
Other Transaction Codes
SEC filing
An SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission . Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information...
that relates to insider trading
Insider trading
Insider trading is the trading of a corporation's stock or other securities by individuals with potential access to non-public information about the company...
. Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934
Securities Exchange Act of 1934
The Securities Exchange Act of 1934 , , codified at et seq., is a law governing the secondary trading of securities in the United States of America. It was a sweeping piece of legislation...
must file with the United States Securities and Exchange Commission
United States Securities and Exchange Commission
The U.S. Securities and Exchange Commission is a federal agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation's stock and options exchanges, and other electronic securities markets in the United States...
a statement of ownership regarding such security. The initial filing is on Form 3
Form 3
Form 3 is an SEC filing filed with the US Securities and Exchange Commission to indicate a preliminary insider transaction by an officer, director, or beneficial owner of the company's securities. These are typically seen after a company IPOs when insiders make their first transactions...
and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5
Form 5
Form 5 is an SEC filing submitted to the Securities and Exchange Commission on an annual basis by company officers, directors, or beneficial owners, which summarizes their insider trading activities. This form is simply a combination of year's Form 4 filings, which are mandatory filings made...
. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR
EDGAR
EDGAR, the Electronic Data-Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission...
is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.
A Form 4 must be filed before the end of the second business day following a change in ownership of securities or derivative securities (including the exercise or grant of stock options) for individuals subject to Section 16 of the Securities Exchange Act of 1934.
Transaction Codes
Each transaction listed on the Form 4 filing has a transaction code:General Transaction Codes
- P – Open market or private purchase of securities
- S – Open market or private sale of securities
- V – Transaction voluntarily reported earlier than required
Rule 16b-3 Transaction Codes
- A – Grant, award, or other acquisition
- D – Sale (or disposition) back to the issuer of the securities
- F – Payment of exercise price or tax liability by delivering or withholding securities
- I – Discretionary transaction, which is an order to the broker to execute the transaction at the best possible price
- M – Exercise of conversion of derivative security
Derivative Securities Codes
- C – Conversion of derivative security (usually options)
- E – Expiration of short derivative position (usually options)
- H – Expiration (or cancellation) of long derivative position with value received (usually options)
- O – Exercise of out-of-the-money derivative securities (usually options)
- X – Exercise of in-the-money or at-the-money derivatives securities (usually options)
Other Sections 16b Exempt Transactions and Small Acquisition Codes
- G – Bona fide gift
- L – Small Acquisition
- W – Acquisition or disposition by will or laws of descent and distribution
- Z – Deposit into or withdrawal from voting trust
Other Transaction Codes
- J – Other acquisition or disposition (transaction described in footnotes)
- K – Transaction in equity swap or similar instrument
- U – Disposition due to a tender of shares in a change of control transaction