Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney
After the recent sweep by the Securities and Exchange Commission(the “SEC”) charging 28 persons in connection with their failure to file insider reports, we have received requests for information about insider reporting obligations. This blog post addresses the insider reporting obligations that exist upon completion of a going public transaction. Each officer, director and 10% shareholder of a company with a class of securities registered under the Securities Act of 1934 must file a Form 3 disclosing the number of shares of the public company’s common stock he or she beneficially holds.
After completion of either an initial public offering or direct public offering, each of the company’s officers, directors or 10% shareholders must file a Form 3 upon being elected to office or becoming a 10% shareholder. For such persons, the Form 3 is due within 10 days after the date they become subject to this reporting requirement.
After the filing of a Form 3, each officer, director and 10% shareholder must also report certain changes in beneficial ownership on a Form 4 and file an annual report on Form 5.
Form 3, 4 & 5 can be found at www.sec.gov/about/forms/secforms.
Generally most transactions, such as sales of stock or exercise of an option, must be reported on a Form 4 within two business days after the date of the transaction causing the change in beneficial ownership. A few transactions including gifts of stock, must be reported on Form 5 within 45 days after the end of an issuer’s fiscal year unless reported earlier on a Form 4.
There are no SEC filing fees for Forms 3, 4 and 5. Forms 3, 4 and 5 must be filed electronically with the SEC and each officer, director and 10% stockholder must his or her own EDGAR filer codes.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855