SEC Filings Reference
A comprehensive explanation of SEC filings, their purposes, and filing requirements.
Insider Transaction Forms (Section 16)
Required filings for company insiders reporting their trading activity
Initial Statement of Beneficial Ownership
The initial disclosure filed when a person becomes an 'insider' of a public company. Reports all equity securities beneficially owned at the time of becoming a director, officer, or 10% owner.
Who must file
- • Directors
- • Officers (CEO, CFO, COO, etc.)
- • 10%+ beneficial owners
What it contains
- • Reporting person's identity
- • All securities owned
- • Nature of ownership
Statement of Changes in Beneficial Ownership
The primary disclosure form for insider transactions. Reports any change in beneficial ownership of company securities including purchases, sales, grants, and option exercises.
Form 4 filings provide real-time visibility into insider trading. A cluster of insider purchases often signals management confidence.
Amendment to Form 4
A correction or amendment to a previously filed Form 4. Filed when there are errors in price, share count, or missing transactions. Form 4/A supersedes the original filing.
Annual Statement of Beneficial Ownership
An annual report of transactions that were not required to be reported on Form 4, or transactions that should have been reported but were missed. Often contains stale information.
Transaction Codes (Form 4)
Codes used to identify the type of insider transaction
| Code | Description |
|---|---|
| P | Open market or private purchase |
| S | Open market or private sale |
| A | Grant or award |
| M | Exercise or conversion of derivative |
| G | Gift |
| F | Payment of exercise price or tax with securities |
| D | Sale or transfer to issuer |
| C | Conversion of derivative security |
| W | Acquisition or disposition by will or inheritance |
| J | Other acquisition or disposition |
| K | Equity swap or similar instrument |
| U | Disposition due to tender of shares |
P (Purchase) and S (Sale) are the most significant codes for analyzing insider sentiment. A (Award) and M (Exercise) typically represent compensation-related transactions.
Corporate Disclosure Forms
Regular financial reporting requirements for public companies
Annual Report
Comprehensive annual report providing a complete overview of a company's business and financial condition. Includes audited financial statements, MD&A, risk factors, and executive compensation details.
Quarterly Report
Quarterly update on a company's financial condition with unaudited financial statements. Filed for Q1, Q2, and Q3 (Q4 is covered by the 10-K).
Current Report
Report of significant events that shareholders should know about between regular quarterly and annual reports. Covers material agreements, acquisitions, executive changes, and more.
Ownership & Proxy Forms
Disclosures for significant shareholders and shareholder meetings
Beneficial Ownership Report
Required when a person or group acquires more than 5% of a company's voting securities with intent to influence control. Must disclose identity, funding source, and purpose of the transaction.
Beneficial Ownership Report (Short Form)
Simplified version of Schedule 13D for passive investors with no intent to influence control. Available to qualified institutional investors and passive investors under 20%.
Quarterly Holdings Report
Quarterly disclosure of equity holdings by institutional investment managers with over $100M in qualifying assets. Reveals positions of hedge funds, mutual funds, and other institutions.
Filing Deadlines Quick Reference
Summary of filing deadlines for common SEC forms
| Form | Filing Deadline |
|---|---|
| Form 3 | 10 days of becoming insider |
| Form 4 | 2 business days of transaction |
| Form 5 | 45 days after fiscal year end |
| Form 8-K | 4 business days of event |
| Form 10-Q | 40-45 days after quarter end |
| Form 10-K | 60-90 days after fiscal year end |
| Schedule 13D | 10 days of crossing 5% |
| Schedule 13G | 45 days after year end (QIIs) |
| Form 13F | 45 days after quarter end |
Filer Categories
Different filing deadlines based on company size
| Category | Public Float | 10-K | 10-Q |
|---|---|---|---|
| Large Accelerated | ≥ $700M | 60 days | 40 days |
| Accelerated | $75M - $700M | 75 days | 40 days |
| Non-Accelerated | < $75M | 90 days | 45 days |
| Smaller Reporting | < $250M | 90 days | 45 days |
Public float is the market value of a company's outstanding shares held by non-affiliates. Larger companies have shorter filing deadlines.