10b5-1 Checkbox
AnsweredPer new SEC requirements, any news on the inclusion of a 'checkbox' on Form 4s for filers to who are relying on affirmative defense via 10b5-1 Plans? Effective date is 2/27/2023.
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Official comment
We have an update!
Workiva has published official guidance on how these changes from the SEC will affect our users. In this article, you can find clarification about the timing of these changes, what actions you can take to prepare, and where to find helpful resources. If you have any questions, please let us know.
Cheers!
Hi Laura,
Good question! This is on our radar, and we are currently waiting for implementation instructions from the SEC.
Thanks for reaching out!
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Hi, Is there any update on this?
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Hi Debra Quas,
Thank you for checking in on this; we do have an update! The change will go out in EDGAR 23.1 on March 20th, and we will have it implemented then. The new requirements will affect both Form 4 and Form 5. Gifts that are acquired after Feb 27, 2023, will need to be reported within two business days on Form 4 (instead of Form 5 as was previously done). March 20 is the technical implementation date where the 10b5-1 checkbox will be required for all Form 4 and Form 5 filings, and we will have it ready.
Please let us know if you have any questions!
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Thank you Liz. I do see the checkboxes on the form now, but if I pdf the form those checkboxes are not there?
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Hi Debra,
Thanks for your question! I tried exporting the form to PDF and wasn't able to reproduce this. Are you still experiencing this issue? Here's a screenshot of what the box looked like on my end:
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I will be filing a Form 4 using the new format for the first time on Friday. While this is not a concern with the current filing, I have a question that will be coming up shortly. When we have multiple rows being disclosed; some pursuant to a 10b5-1 Plan and others not, how does the team recommend that we identify those sales that are not under a Plan? Do we need to continue to use footnotes to distinguish between the 2 groups of transactions on the same Form 4? By clicking the box above, it activates the 'Remarks' section at the bottom of the Form (assuming for adoption date). The box does make the Form appear to be 'all' or nothing though? Perhaps we footnote those transactions that are not relying on affirmative defense? Thoughts?? Many thanks !
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Hi Liz, we did our first filing, and noticed that while on our end we have the Yes or No checkbox above, when it is actually filed on the SEC site, it only shows one box that says:
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) .
See instruction 10.
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Hello!
Debra Quas, thanks for brining this up! Based on customer feedback, we are planning on updating the Rule 10b5-1 checkbox on S16 forms to match what is posted on the SEC, with only 1 checkbox. We're hoping to have this update in place by the end of this week.
Laura Balma, thanks for your patience while we've been looking into your questions. We're running them by our Section 16 experts and are hoping to get back to you soon!
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Hi Laura,
Thanks for your question! Our Section 16 experts recommend checking the 10b5-1 box, and then indicating which transactions were covered by the affirmative defense as footnotes.
We also consider it best practice to indicate the plan adoption dates, although there wasn't anything added to the XML schema for this, so those would need to be provided as footnotes as well! The XML schema only supports an "all or nothing" indication, so if there is even one transaction that is covered, you would have to check that box.
I've went ahead and linked a blog post where you can find additional information about Section 16 Rule 10b5-1 Disclosure Changes for SEC Filers!
I hope this helps :)
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Hi! I don't see the checkbox when I create a new Form 4. Should I be seeing it?
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Hi Jessica Strayer,
Are you having trouble seeing the checkbox when you are viewing the form or on the export? When the box isn't checked inside the form, it will not show up on the exported PDF. However, if your having trouble viewing it on the form, I'd be happy to dig into this further for you!
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The boxes only show up in the 'edit' mode.
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Isabel Messore, I don't see the checkbox at all, even in Edit mode. Thank you.
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Never mind. I apologize, it wasn't where I was expecting it to be so I missed it.
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Yay Jessica Strayer!
I'm glad you got everything squared away. Let us know if there's anything else you need!
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