Insider Trading Reporting

Summary

Covers reporting obligations for trading by insiders

Exchange Act Rule 16a-1 to 16a-13
Forms 3, 4 and 5
S-K Item 405

Rules 16a-1 to 16a-13

Rule 16a-1 Definitions

Beneficial owner

Text of Rule

Call equivalent position

Text of Rule

Derivative securities

Text of Rule

Equity security of such issuer

Text of Rule

Immediate family

Text of Rule

Officer

Text of Rule

Portfolio securities

Text of Rule

Put equivalent position

Text of Rule

Rule 16a-2 Persons and Transactions Subject to § 16

Text of Rule

Rule 16a-3 Reporting Transactions and Holdings

Text of Rule

Rule 16a-4 Derivative Securities

Text of Rule

Rule 16a-5 Odd-Lot Dealers

Text of Rule

Rule 16a-6 Small Acquisitions

Text of Rule

Rule 16a-7 Transactions in Connection with a Distribution

Text of Rule

Rule 16a-8 Trusts

Text of Rule

Rule 16a-9 Stock Splits, Stock Dividends, Pro Rata Rights

Text of Rule

Rule 16a-10 Exemptions Under Section 16(a)

Text of Rule

Rule 16a-11 Dividend or Interest Reinvestment Plans

Text of Rule

Rule 16a-12 Domestic Relations Orders

Text of Rule

Rule 16a-13 Change in Form of Beneficial Ownership

Text of Rule

Forms 3, 4 and 5

Form 3 Initial Statement

Form 4 Changes

Form 5 Annual Statement

Accelerated Filing Requirement SOX Act § 403

SOX Act § 403

Changes made to SEC Rules

Final release 34-46421 2002

Proposal release 34-46313 2002
Comment letters

Implementing SOX Act § 403:

Accelerated Form 4 filing to two business days

Calculate the 2 days from when insider receives notice
So long as insider notified within 3 business days
of actual trade date

Provided narrow exceptions to two-day filing requirement:

For 10b5-1 trading plan transactions
For Rule 16b-3(b)(1) discretionary transactions

Eliminated use of Form 5 for Rule 16b-3 transactions
Conforming changes made to Form 4 and Form 5

Electronic Filing / Website Posting

Required by 2003 rule changes

Final release 33-8230 2003

Proposal release 33-8170 2002
Comment letters

Updated EDGAR filer manual 2003

SEC press release 2003

SEC FAQs 2003

SEC EDGAR filing page for insider trading reports

SEC notice 2003

Required Disclosures About Compliance

S-K 405

SEC FAQs

Telephone Manual

Section R 1997: Items 1 - 15
1st Supplement 1999: Section 16 Item 1S

Section 16 Electronic Reporting 2003

SOX Act FAQs: Items 25 -28 Form 4 issues

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