Form 5

Definition

The term Form 5 refers to a report filed with the Securities and Exchange Commission on an annual basis, summarizing the trading activities of company insiders.  Reporting entities have forty-five days after the company's fiscal year is over to file these reports with the Securities and Exchange Commission.

Explanation

Under Section 12 of the Securities Exchange Act of 1934, insiders are required to file a Form 5 report at the end of the company's fiscal year and whenever a reporting individual is no longer subject to Section 16 of the Act.  Generally, company insiders include directors, officers of the company, and owners of more than ten percent of the company's registered equity securities.

Form 5, also known as the Annual Statement of Changes in Beneficial Ownership of Securities, is a two page document that summarizes the information provided in Form 4 throughout the year.  The first section of this report 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

Form 5 also contains a checkbox if an individual is no longer subject to Section 16.  However, certain reporting obligations may continue to apply.

Related Terms

Form 10-K, Form 10-Q, annual report, proxy statementForm 8-K, Form 3, Form 4, Form 1099-B