Form 4

What is it: Form 4 is filed by director, officer or beneficial (10%) owner of securities to report change in ownership of such security, which is also known as insider trading. The initial filing is on Form 3 and changes are reported on Form 4. The annual statement of beneficial ownership is on Form 5. Katelynn's Report has parsed, analyzed, and presented the insider tradings in the Insider Trading webpage.

Filing Time: Before the end of the second business day following a change in ownership of securities or derivative securities.

Related Form(s):

Form 3
Form 5
Form 13F
Form 13G

Tips: Insider trading forms are different from Form 13F in several aspects. The most important two are as following. First, there is no minimum acquisition/disposition threshold under which a Form 4 can be exempted, while Form 13F filings are only reported by investment manangers with investment discretion larger than certain threshold, and can be hided from public for a certain period of time by submitting CT ORDER. Secondly, form 4 is filed almost immediately after a transaction happen, while 13F filing is filed only quarterly. However, the transaction shares amount revealed in 13F filings are usually several orders of magnitude larger than in insider trading, which makes 13F filing more indicative of the overall trend about a security on the market.

Code:

General transaction codes

P – Open market or private purchase of securities [frequently appear with C,A,J,M]
S – Open market or private sale of securities [frequently appear with F,G,D,J]
V – Transaction voluntarily reported earlier than required [rarely seen]

Rule 16b-3 transaction codes

A – Grant, award, or other acquisition [E.g. director fee, pension paid in stock. The most frequent code in form 4]
D – Sell (or disposition) back to the issuer of the securities [frequently appear with F,S]
F – Payment of exercise price or tax liability by delivering or withholding securities
I – Discretionary transaction, which is an order to the broker to execute the transaction at the best possible price [appear with M,A,...]
M – Exercise of conversion of derivative security [frequently appear with A,J,F,S]

Derivative securities codes

C – Conversion of derivative security [Usually options. Frequently appear with P,F,J]
E – Expiration of short derivative position [Usually options]
H – Expiration (or cancellation) of long derivative position with value received [Usually options. Rarely seen]
O – Exercise of out-of-the-money derivative securities [Usually options]
X – Exercise of in-the-money or at-the-money derivatives securities [Usually options]

Other sections 16b exempt transactions and small acquisition codes

G – Bona fide gift form of any clauses
L – Small acquisition
W – Acquisition or disposition by will or laws of descent and distribution
Z – Deposit into or withdrawal from voting trust. Shares and attached voting rights are transferred to a trustee for a specific period to get more voting power.

Other transaction codes

J – Other acquisition or disposition [Used when the transaction is not specifically coded. Details can be found in footnote]
K – Transaction in equity swap or similar instrument
U – Disposition due to a tender of shares in a change of control transaction