What US SEC - 17 CFR 240.16a-3 Section 16 Reporting of Transactions and Holdings (Forms 3, 4, 5) requires
17 CFR 240.16a-3 titled 'Reporting transactions and holdings' is the SEC rule implementing section 16(a) of the Exchange Act by specifying the Forms 3, 4, and 5 filing requirements for officers, directors, and 10 percent beneficial owners of public companies. Paragraph (a) requires initial statements of beneficial ownership of equity securities under section 16(a) to be filed on Form 3. Paragraph (g) requires Form 4 to be filed by the end of the second business day following the day on which a subject transaction has been executed (the post-Sarbanes-Oxley two-business-day rule). Paragraph (f) requires Form 5 to be filed by every person who at any time during the issuer's fiscal year was subject to section 16, within 45 days after the issuer's fiscal year end, disclosing holdings and transactions not previously reported on Forms 3, 4, or 5. The rule applies to every officer, director, and beneficial owner of more than 10 percent of any class of equity security registered under section 12 of the Exchange Act, and is the principal vehicle for public reporting of insider transactions in public-company securities. Section 16(b) of the Exchange Act provides the short-swing profit disgorgement remedy for any profits realized from a purchase and sale (or sale and purchase) of the issuer's equity securities within any period of less than six months.
Pillar: Banking & Global Finance · Authority: US Securities and Exchange Commission · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/section-240.16a-3
SHA-256 integrity: f7f31bb100a3c3f35f352052fbeaeb64f604f02a87960f72b00a02de9dc6e514
Primary Citations — 7 traced to source
- 17 CFR 240.16a-3 - Reporting transactions and holdings - regulatory text at https://www.ecfr.gov/current/title-17/section-240.16a-3
- 17 CFR 240.16a-3(a) - initial statements of beneficial ownership on Form 3
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