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Sunday, February 26, 2017 1:58:03 PM
You are correct to say that a Form 5 is due 45 days after the fiscal year.
But, and this is the key part:
You are assuming that this type of transaction is exempt from Form 4, and is therefore being included on a Form 5.
Here is a list of the exemptions:
Note that in all of these exemptions the actual value / percentage of the company owned by the insider remains the same relative to other holders. This obviously does not apply when you give away shares to somebody.
If gifting shares was an exemption to form 4, then anybody could just gift tons of shares to family members to sell on their behalf and effectively sell-off their holdings in secret. This is exactly the kind of thing that Form 4 is there for, to inform investors on the current status of insider holdings.
So it's really obvious that a gift transaction should have been on a Form 4 and not a Form 5.
I know these things are kind of complicated but I think you should be able to understand now.
Other executives have reported gifting on their Form 4's.
Here is an example:
https://www.sec.gov/Archives/edgar/data/1326801/000112760216068703/xslF345X03/form4.xml
Sure it's only a small number shares and is not a huge deal compared with lying for years about a bogus solar cell project in an effort to fool naive people into giving him their retirement savings. But still, you are wrong.
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