Section 16 – Who must file?

Corporate insiders: a company’s officers and directors, and any beneficial owners of more than 10% percent of a class of the company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the SEC a statement of ownership regarding those securities.

On August 27, 2002, the SEC adopted rules and amendments to Section 16 of the Exchange Act, implementing the provisions of the Sarbanes-Oxley Act of 2002 that accelerated the deadline for filing most insider ownership reports.

Form 3 must be filed by insider that is registering equity securities for the first time no later than the effective date of the registration statement. If the issuer is already registered under Section 12, the insider must file the Form 3 within ten days of becoming an officer, director, or beneficial owner. Form 3 Instructions download.

Form 4 must be filed when changes in ownership occurs and must be reported to the SEC within two business days. Form 4 Instructions download.

Form 5 insiders must report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting.  Form 5 is due 45 days after the end of the company’s fiscal year. Form 5 Instructions download.

Each individual or entity that is required to file needs to have their own filing codes.

Download Section 16 forms in Word format here:    Form 3       Form 4      Form 5

Section 16 Electronic Reporting FAQ.

This information has been obtained from and believed to be reliable, but cannot be guaranteed for accuracy. Consult with legal counsel before relying on the information provided.