NorthWest Biotherapeutics Inc (NWBO)

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GRATs are indeed exempt from SEC form 4 until the trust changes beneficiaries to anyone besides the grantor who created the trust.

Even if a trust is irrevocable, a transfer by a settlor-insider to a trust of which he’s the sole current beneficiary and investment trustee isn’t reportable by the insider. As a reminder, Rule 16a-8(c) ignores a remainder beneficiary’s interest in the trust for the purpose of determining the beneficial ownership of a trust holding such securities. In that connection, the SEC determined in Peter J. Kight that an insider may create a grantor retained annuity trust (GRAT) with securities without reporting the initial transfer and annuity payments between him and the GRAT pursuant to Rule 16a-13, so long as the settlor is both a trustee and the sole current beneficiary. Specifically, at least three types of transfers will occur during the term of the GRAT: (1) the initial transfer by the insider to the trustee of the GRAT; (2) annuity payments from the trustee to the grantor-insider pursuant to the GRAT’s terms; and (3) if the GRAT is successful, a final transfer of the remaining assets of the GRAT from for deferred reporting on a Form 5. If a principal stockholder-insider transfers securities by gift to a member of his immediate family sharing his household or to a trust for the benefit of such family member, the insider would typically continue to count such gifted securities for purposes of determining his 10 percent principal stockholder status. Further, if an insider (by principal stockholder status or otherwise) is serving as a trustee of such trust, Section 16 will deem him to own a pecuniary interest in such securities, although his interest therein would change from direct to indirect. In addition, Section 16 exempts transfers at death by will or by intestacy under Rule 16b-5.

https://www.skadden.com/-/media/files/publications/2017/03/securitieslawconsiderationsfortrustsandestatesadvi.pdf