There are three forms (3, 4 and 5) and their amendments (3/A, 4/A and 5/A) filed through Section 16. More information for each of these forms is outlined below.
Forms can be created as new forms, under a reporting owner, from previously filed forms, or using selected holdings. Form information is stored in the Section 16 application for reuse.
Forms are associated directly with reporting owners. These steps assume that you already have your reporting owners set up in the Section 16 application. See Manage Reporting Owners.
The Forms tab includes Unfiled Forms, Archived Forms and Mass Grants.
Form Types and Descriptions
Section 16 of the Security Exchange Act of 1934 outlines the regulatory filing responsibilities of directors, officers and principal stockholders. These documents disclose investment positions and changes in those positions. Beneficial owners may also includes family members in a shared household or groups of persons that acquire, possess or sell a companies securities.
|Type||Description||Purpose||When to File|
|Form 3||Initial Statement||An initial statement of beneficial ownership (current holdings) to the SEC such as an initial public offering of equity or debt securities or a new position as a director, officer or holder of at least 10% of a company's equities||Must be filed within 10 days after a reporting owner becomes affiliated with a company|
|Form 4||New Transaction||To inform the SEC about a material change in beneficial ownership||Must be filed within two days of the transaction (buy or sell)|
|Form 5||Annual Statement||A statement that includes any transactions not reported during the course of a fiscal year. May contain an EARLY reporting of Form 3 holdings or a LATE reporting of Form 4 transactions||Must be filed no later than 45 days after the end of a company's fiscal year or within 6 months of the end of a reporting owner affiliation|
Amended forms 3A, 4A and 5A allow beneficial owners to inform the SEC about incorrect information that was originally included in Forms 3, 4, and 5. If you need to amend a form, the best practice is to create a new Form 3/A, 4/A or 5/A. These forms must be filed as soon as possible after an error has been detected.
Create a New Form
To create a new form in Section 16:
- Go to the Forms tab, then the Unfiled Forms sub-tab. Click the +Create Form button.
- Choose the Form Type in the Form Details dialog box:
- For an Initial Statement (Form 3 or 3/A), you will need to include the Date of Event Requiring Statement.
- For a New Transaction (Form 4 or 4/A), you include the Date of Earliest Transaction.
- For an Annual Statement (Form 5 or 5/A), you'll include a Statement for Issuer's Fiscal Year Ended. See additional information below for Form 5.
- Enter all required form details. Click the Create Form button.
- The new form will be added to the Unfiled Forms list.
Note: There are several locations in Section 16 where New Form or Create Form buttons and links appear. These include the Forms tab, Filers tab, the Reporting Owners tab, the Dashboard and individual reporting owner pages.
Create a Form for a Reporting Owner
To create a new form for a reporting owner:
- Go to the Dashboard. Click on the New Form menu next to the name of the appropriate reporting owner. Select the transaction type.
- In the New Form wizard, provide all required information along with any optional information. Required information in Step 1 includes Form Type, Form Name, Form Description and Date of Earliest Transaction. Then choose Next.
- In Step 2, you can Select a holding or Create a New Holding.
- If you choose Create New Holding, you will be taken to Step 3 in the wizard to enter the Owner, Security, Ownership Form. Number of Shares Owned and other optional details about the holding. Choose Next to move to Step 4.
- If you choose to Select the listed holding, you will be moved directly to Step 4 in the wizard to enter or confirm information about the holding (Transaction, Additional Transaction Fields, Holding). When Step 4 is completed, choose Finish.
- The new form appears under the Unfiled Forms tab. Choose the Edit button to fill in additional sections, add footnotes or fine-tune the information.
- Sections with errors or incomplete information will be outlined in red.
Use or Amend Previous Forms
To file a form for a particular reporting owner that is similar to a previously filed form:
- Click the Filers tab. Then click the name of the appropriate reporting owner.
- On the owner’s detail page, scroll to the Forms section. Click the name of a similar form that has been Live Filed.
- When the form preview appears, if it is not the one you want to work from, you can cycle through the previously filed forms by clicking the Prev and Next buttons at the top of the form.
- On the Actions drop-down menu, click Copy or Amend. If you amend a form, the form type changes appropriately. For example, clicking Amend for a form 4 creates a form 4/A.
- In the Amend Form or Copy Form dialog box, adjust the name and description, confirm the period of the report, and then click Amend or Copy.
- A new form appears. This new copy is completely independent of the original. Changing one does not affect the other. Edit the new form as necessary for the current reporting date.
Use Selected Holdings
To create a form including a specific holding:
- Go to the Forms section for the reporting owner.
- Choose the appropriate transaction type from the More Menu to the right of the security.
- Report the transaction. The form will already have the holding listed.
Edit a Form 5
If you are working with a Form 5, you'll need to check the appropriate boxes for Form 3 Holdings Reported and/or Form 4 Holdings Reported.
TO INCLUDE FORM 3 HOLDINGS
To check the box for Form 3 Holdings Reported:
- Click on the Edit icon for a holding for a reporting owner.
- Check the box for Late Form 3 Holding.
- This will check the box at the top left on the form itself for Form 3 Holdings Reported.
To check the box for Form 4 Transactions Reported:
- Click on the +Add Transaction button.
- In the dialog box, change the Transaction Form Type to 4. Check the box if an Equity Swap was involved. Click Finish.
- This will check the box at the top left on the form itself for Form 4 Transactions Reported.
Delete a Form
Holding balances are live in Section 16. Before deleting a form, a best practice is to zero out any amounts in the transactions. Transactions showing on an unfiled form will be reflected under the holdings portion on the reporting owner's page. Zeroing out the transaction will return the balances to what they were before the unfiled transactions.
Once the amounts have been zeroed out, select the form on the Unfiled Forms page. Click the More drop-down and choose Delete Selected Forms.