Footnotes can be included on all Section 16 forms as well as amendments. Footnotes can add critical information to your original filing or explain corrections on amendments.
Footnotes can be added in Section 16 in several ways:
- Create a footnote as part of your Libraries
- Add a footnote directly to a Section 16 form
- Add a footnote to a holding on the reporting owner's page
- Import a form that includes footnotes
There are two main uses of footnotes:
- To give additional information on a Section 16 form.
- To differentiate a holding from another similar holding.
Add Footnotes to the Library
To add a footnote to the library:
- Choose the Libraries tab, then the Footnotes sub-tab. Click the +Add Footnote button.
- Add text and a label for your footnote. Footnotes have a limit of 1000 characters. Choose Finish.
Add Footnotes to a Form
To add footnotes to a form, you can type new footnotes or select those that you have stored in the footnote library. If you create a new footnote, you can add it to the library for use in future forms.
Remarks can also be added to a form. These contain information in addition to footnotes. These are added to the bottom of a form. To learn about adding remarks, see Edit Section 16 Forms.
To add a footnote to a form:
- Open a form and click on the Edit button.
- Hover over the cell in the form, then click the green plus icon that appears.
- In the Add Footnote wizard, choose one of the three available options: Create New Footnote, Select Footnote from Library or Reuse Existing Footnote from this Form.
- To use the Create New Footnote option, add or paste the applicable text in the box. Check the option below the box to Add to Footnote Library if desired.
- If you choose Select Footnote from Library, options will be listed at the bottom of the dialog box. Choose Select for the desired footnote.
- If you choose Reuse Existing Footnote from this Form, a list of footnotes already used on the form will appear. Choose Select for the desired footnote.
- Click Add Footnote.
There is another option for reusing a footnote that is already on your form: click on the footnote number at the bottom of the form and simply drag to a new location in the form and release.
Differentiate a Holding
Holdings must differ by Conversion or Exercise Price, Date Exercisable or Expiration Date. You will get an error if you try to create a holding that is too similar to one that already exists.
To differentiate a holding using footnotes:
- Go to the Filers tab and then Reporting Owners. Click on the name of the appropriate reporting owner. Find the holding that is similar to the one you are trying to add. Choose the Edit icon.
- Add a footnote to one of the following: Conversion or Exercise Price, Date Exercisable or Expiration Date. This footnote is a placeholder to differentiate from the holding you would like to add.
- Add your new holding. Go back and delete the placeholder footer from the similar holding.
Import a Form with Footnotes
Once you have downloaded a filed form from the SEC website as an XML version, you can import that form into Section 16 in Workiva.
- Go to Forms, then Archived Forms. Choose the Import button.
- Choose the files that you'd like to import. Make sure you have checked the box to Mark as previously filed. Choose Import.
For detailed information on importing forms, see Import Previously Filed Forms.
A best practice in filing Section 16 forms is to show the footnotes at the bottom of the form in the order that they appear in the form. As you add transactions and rearrange them, the footnotes in the form automatically change order and are renumbered.