SEC Form 3, Insider Reporting Requirements
Anyone who is an insider of a public company subject to SEC reporting requirements (“SEC Reporting Company”) must file a Form 3 with the Securities and Exchange Commission (“SEC”) under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Certain events make a person a Section 16 insider:
- When the issuer first lists on the New York Stock Exchange (“NYSE”) or NASDAQ stock market (“NASDAQ”) pursuant to Section 12(b) of the Exchange Act,
- Upon the company’s first registration statement under Section 12(g) of the Exchange Act becoming effective, or
- Upon a person becoming a director or officer or beneficially owning 10% of the company’s securities, directly or indirectly.
Form 3 must be filed within ten (10) calendar days after a person becomes a Section 16 insider unless a company registers under Section 12 of the Exchange Act for the first time. In such event, the company’s directors, officers and any person that is a greater than 10% stockholder at that time must file their Form 3 reports by no later than the effective date of the Exchange Act registration statement.
The Form 3 requires basic information about the filer and the security held. The filer must list all equity securities (including derivatives) held at the time the person becomes an Insider. If no securities are held, the insider must file a Form 3 reflecting that no securities are owned.
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 and compliance 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. For more information about going public with Form S-1, Form F-1 and Regulation A Securities Offerings, Rule 506 and Regulation CF crowdfunding, sponsoring market makers and Form 211, dual listings and foreign issuer listings and public company SEC reporting requirements, please contact Hamilton & Associates Law Group.
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