Form 4

Definition

The term Form 4 refers to a report filed with the Securities and Exchange Commission whenever the holdings of company insiders change.  Reporting entities have four days after the event to file these reports with the Securities and Exchange Commission.

Explanation

Under Section 12 of the Securities Exchange Act of 1934, company insiders are required to file a Form 4 report whenever there is an event that changes their material holdings of equity securities.  Generally, company insiders include directors, officers of the company, and owners of more than ten percent of the company's registered equity securities.

Form 4, also known as the Statement of Changes in Beneficial Ownership, is a two page document that is divided into two sections.  The first deals with non-derivative securities acquired, disposed of, or beneficially owned.  This section of the report captures information such as:

  • Name and Address of Reporting Person
  • Relationship to Issuer (Director, Officer, 10% Owner)
  • Title of Security
  • Transaction Dates
  • Securities Acquired or Disposed of (Quantity and Price)
  • Post-Transaction Ownership

The second section deals with derivative securities acquired, disposed of, or beneficially owned.  This would include puts, calls, warrants, options, as well as convertible securities.  This section of the report captures information such as:

  • Title of Derivative
  • Conversion or Exercise Price
  • Transaction Dates
  • Derivative Securities Acquired or Disposed of (Quantity and Price)
  • Exercisable Expiration Dates
  • Post-Transaction Ownership

Related Terms

Form 10-K, Form 10-Q, annual report, proxy statementForm 8-K, Form 3, Form 5, Form 1099-B