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SECTION 16(a)
"To assist in the tracking of various insider trading violations, Section 16(a) of the 1934 Act requires the filing of beneficial ownership reports. Reports required under Section 16(a) consist of Form 3s (a one-time filing to report initial ownership of company securities), Form 4s (a monthly to report changes in ownership of company securities) and Form 5s (an annual filing to report changes in ownership of company securities not reported on a Form 4). The persons subject to these provisions -- the directors, officers and ten percent shareholders -- must file their own individual report with the Commission, with the exchange on which the company's securities are listed and with the NASD if the company is a Nasdaq listed company. Form 3 is required to be filed by each insider to report his or her initial beneficial ownership of securities, including derivative securities, of a company, i.e., her ownership position at the later of the time a company becomes subject to the 1934 Act or the time the person becomes an insider. The Form 3s must all be filed with the Commission by the effective date of the Company's 1934 Act registration statement. In addition, a Form 3 must be filed within ten days after a person becomes an officer, director, ten percent shareholder or other reporting person.
Any time an insider's ownership position changes, for example if she buys or sells stock or is granted an option, she must file a Form 4 reporting the change in her beneficial ownership. Each insider must file three copies of an individual report on Form 4 with the Commission for each month during which there is a change in his or her beneficial ownership of any class of the company's equity securities, which would include the grant or exercise of any option or other derivative security. A report for each calendar month during which a change of beneficial ownership occurs is due at the Commission by the tenth day of the next calendar month, but no report is due for a month in which there is no change in ownership. There is a conditional exception to the reporting requirement for small acquisitions involving an aggregate of not more than $10,000 in market value of stock within a six-month period. (See Rule 16a-9).
Certain transactions that are exempt from Section 16(b) and that are not required to be reported on Form 4 are required to be reported on Form 5. Transactions which are included in this exempt category include, among others, transactions approved by regulatory authorities (Rule 16b-1), acquisitions of securities under dividend and interest reinvestment plans (Rule 16b-2), certain gifts and inheritances (Rule 16b-5), certain derivative transactions (Rule 16b-6(b)), certain affiliate mergers, reclassifications and consolidations (Rule 16b-7) and certain deposits or withdrawals from voting trusts (Rule 16b-8). In addition, stock dividends and splits are exempt from Section 16 entirely (i.e., no reporting required). Transactions that are required to be filed on Form 5 may be reported voluntarily on a Form 4.
Three copies of a Form 5 must be filed each year by an insider within 45 days after the end of the company's fiscal year to report 16(b) exempt transactions that occurred during the year and which were not otherwise reported on a Form 4, small acquisitions involving less than $10,000 in market value of stock for which deferred reporting is permitted, and all transactions required to have been reported during the most recent fiscal year and not reported on Forms 3, 4 or 5. Because a Form 5 must be filed for a fiscal year by a person who was an insider at any time during that fiscal year, insiders who have ceased to be insiders, while possibly no longer required to file Form 4s, may still need to file a Form 5. It is recommend that insiders voluntarily report all transactions currently on a Form 4 in order to avoid having to file a Form 5 at the end of the fiscal year and to reduce the risk that a transaction might be missed when the entire year is reviewed for reporting purposes. If all transactions have been previously reported on Form 4s and/or no transactions have occurred during the year, then there is no obligation to file the form.
The obligation to file Form 4 and Form 5 reports is a personal responsibility of each person subject to Section 16(a) for any month when a change in beneficial ownership occurs. For convenience, one person within the company should be designated to offer assistance in the preparation of Form 4 reports, and each director and officer should promptly report to the designated person whenever a change in his or her beneficial ownership occurs. All delinquent Form 4 and Form 5 filings during the previous fiscal year must be disclosed in the company's Proxy Statement and Form 10-K, naming those directors or officers who were delinquent. It is the intent of the Commission to increase compliance with the Form 4 and Form 5 filing requirements by requiring such embarrassing disclosures in the event that the required filings are not made in a timely manner.
The Form 3, 4 and 5 reports which must be filed by ten percent holders are in addition to the reports discussed below which the same persons will be required to file under the Williams Act.
D. The Williams Act
The Williams Act provisions of the 1934 Act are a series of provisions that deal generally with tender offers. The Williams Act also applies to persons owning beneficially more than five percent of the outstanding securities of a 1934 Act registered class of securities, whether or not the securities were acquired in a tender offer. Persons making tender offers or owning beneficially more than five percent of the outstanding stock are required to comply with certain disclosure requirements. To determine whether a person is a beneficial owner of five percent of the company's securities under the Williams Act, and thus subject to its filing requirements, the inquiry is to the percent of voting equity securities beneficially owned. A person is deemed to be the beneficial owner of securities under the Williams Act if he or she has or shares voting or investment power over such securities. In addition, in calculating whether a person falls within the five percent threshold, there must be included all shares which the person has a right to acquire within sixty days, including the right to acquire stock through the exercise of a stock option, conversion of another security, or revocation or termination of a trust.
In order to provide both the market and shareholders with information about changes in the voting control of publicly held companies, the Williams Act requires a Schedule 13D to be filed within ten days after the acquisition of beneficial ownership of stock of a company that brings a shareholder above the five percent threshold. Generally, the Schedule 13D report requires information disclosing the identity of the acquirer, the purpose of the acquisition, how the acquisition was funded and any plans, agreements and understandings with respect to the issuer. For shareholders whose reporting obligation is triggered by stock options becoming exercisable, this requirement would take effect within ten days following the sixtieth day before the options become exercisable. Amendments to Schedule 13D must be filed promptly after any material changes, including, but not limited to, "any material increase or decrease in the percentage of the class beneficially owned . . .." (See Rule 13d-2(a)). The Commission has taken the position that an acquisition or disposition of beneficial ownership of securities in an amount equal to one percent or more of the class of securities outstanding is a material change in ownership.
All five percent shareholders who are not otherwise required to file a Schedule 13D must file, and update or amend annually, reports on Schedule 13G. The purpose of a Schedule 13G is to provide investors and governmental authorities information as to significant ownership interests in publicly held companies. Accordingly, a Schedule 13G generally requires information relating to such shareholder's identity and the size of the holding. A Schedule 13G need only be amended annually to disclose changes in the initial filing; provided, however, if a person's ownership is increased to more than ten percent of the class of securities outstanding, a Schedule 13G must be filed within ten days following the month in which such increase occurred. (See Rule 13d-1(b)(2))."
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