Corporate insiders – meaning a company’s officers and directors, and any beneficial owners of more than ten percent of a class of the company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities. On August 27, 2002, the SEC adopted rules and amendments to Section 16 of the Exchange Act, implementing the provisions of the Sarbanes-Oxley Act of 2002 that accelerated the deadline for filing most insider ownership reports.
The initial filing is on Form 3. An insider of an issuer that is registering equity securities for the first time under Section 12 of the Exchange Act must file this Form no later than the effective date of the registration statement. If the issuer is already registered under Section 12, the insider must file a Form 3 within ten days of becoming an officer, director, or beneficial owner.
Changes in ownership are reported on Form 4 and must be reported to the SEC within two business days. You can find the limited categories of transactions not subject to the two-day reporting requirement in the new rule.
Insiders must file a Form 5 to report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting. If a Form must be filed, it is due 45 days after the end of the company’s fiscal year.
Since June 30, 2003, the SEC has required insiders to submit forms electronically through the SEC’s EDGAR system. (Prior to that date, insiders could choose, but were not required, to file electronically). The SEC also requires companies that maintain websites to now post the forms by the end of the next business day after filing them with the SEC.
If you are searching for the forms that were not previously filed on EDGAR, you can request a copy of the document from the SEC’s Office of Investor Education and Advocacy.
You also may be able to find Form 4 on the Nasdaq’s website. Simply enter the ticker symbol for the company in the “Quotes” box and click “GO”. In the pull-down box on the next screen, replace “FlashQuotes” with “Insider Form 4”. There also are many commercial websites that offer this 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 download blank PDF versions of Form 3, Form 4, and Form 5 as well as the instructions to these Forms.
Note: In this article I have integrated the exact content of the original source, to be certain that this information is retained. If you would like to read this article on the website of the original publisher I refer you to click the source link below.
You may also want to read...
- Mining Companies Analysis - Learn How to Invest in Mining Stocks. To execute your own mining companies analysis, I have created a lot of (sub)pages about the relevant terminology and working methods from the mining sector.
- Oil and Gas Companies Analysis - How to Invest in Energy Stocks. I created different pages about the relevant terminology and working methods from the energy sector to conduct your own analysis for oil and gas companies.
- Understanding the Stock Market - How Do Stocks Work. To help you with understanding the stock market, I have created some articles to explain how stocks work and I also reveal my own stock market analysis in this chapter.
- How to Invest in Shares - Learn How to Start Investing in Stocks. In this chapter I inform you how to invest in shares - the UndervaluedEquity.com way. I also reveal which (free) resources I use to execute my due diligence.
- How I Invest in Stocks - My Preconditions for Selecting Undervalued Stocks. In this chapter I answer the question: how do I invest in stocks? Thus, I explain which investment rules I follow whilst selecting companies for my stock portfolio.
- Stock Investment Analysis - A More Detailed Elaboration on How to Buy Stocks. When a company complies with my preconditions for selecting undervalued stocks, I will elaborate my stock investment analysis to assess the quality of it's assets, management, etc.
If my articles are helpful to you, please consider supporting my work by making a small donation...