This is good to know,however do any of the current directors fall in the following categories?
What are Forms 3, 4, and 5? When are they filed with the SEC?
Form 3 is the initial report to be filed by a Section 16 reporting person (e.g. a senior executive). It must be filed either (1) within 10 days after a director or officer assumes his or her position or (2) no later than the effective date of the registration statement for an IPO company registering stock for the first time under Section 12 of the Exchange Act. The form shows how much company stock, and in what form, the officer held on the date he or she assumed this rank or of the IPO. Form 3 must also be filed within ten days after a person's holdings exceed 10% of any class of the company's registered equity securities.
Form 4 is used for the required reporting of changes in stock ownership. Laws that became effective in 2002 require you to file Form 4 before the end of the second business day after the day on which the relevant transaction took place: virtually every change of ownership must be reported with the appropriate transaction code, even if, as a result of balancing purchases and sales, there has been no net change in holdings during the month.
Alert: Check the calendar of holidays observed by the federal government if you are uncertain whether a specific holiday qualifies as a "business day" for the purposes of the two-day filing deadline. The EDGAR system will not receive filings on official holidays.
Generally, a Form 4 must be filed for any equity-related grant, option exercise, vesting of restricted stock/RSUs (in certain situations), sales of stock (including sales under Rule 10b5-1 trading plans), receipt of a bequest under a will, transfer to a trust, and transaction in company stock by a partnership of which the reporting person is a member. If certain conditions are met, it is permissible to report multiple open-market purchases or sales on the same day in the aggregate (e.g. on a single line) on Form 4. (See the SEC's No-Action Letter of June 25, 2008, to the Society of Corporate Secretaries & Corporate Governance Professionals.) There are specific exemptions for certain transactions under domestic-relations orders in divorce and special rules in the event of death.
Form 5 used to be filed by every person subject to Section 16(a) to report any securities transactions that had not yet been reported on Form 4 either because the rules permit deferred reporting (e.g. for gifts) or because the reporting person failed to file a required report. It was filed on or before the 45th day after the close of the company's fiscal year. But the SEC has narrowed the use of Form 5: transactions with the company, including option issuances, cancellations, regrants, and repricings, as well as exercises, now require two-day reporting on Form 4. The future of Form 5 is unclear.
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