Derivative holdings and Table II

Options, RSUs, warrants, and other rights to acquire company stock, reported on Table II of Forms 3, 4, and 5: the codes, exercise price and vesting, underlying shares, and why Owned after can be 0.

Ask AI about this article ChatGPTClaudePerplexity

Table I and Table II

Section 16 forms split holdings into two tables. Table I is stock the insider already owns. Table II is derivative securities: contracts or rights that can become stock.

  • Table I reports common stock and other non-derivative equity.
  • Table II reports options, RSUs, warrants, convertible notes, and similar rights.
  • The Derivative holdings section shows Table II positions imported from filed Forms 3, 4, and 5.

What counts as a derivative security

A derivative security is a right to acquire company stock later, not the stock itself.

  • Employee stock options and stock appreciation rights
  • Restricted stock units (RSUs) and performance stock units (PSUs) before they settle into shares
  • Warrants and convertible notes or convertible preferred stock

Reading the columns

Each row is one Table II line as the filer reported it. The filters group rows by security kind (Options, RSUs and PSUs, Other for warrants and convertible securities); Expiring lists the rows whose filing gives an expiration date.

  • Code is the Form 4 transaction code: A an award or grant, M an exercise or a settlement into shares, F shares withheld for tax, D a disposition to the issuer. Holding is a position reported on Form 3 with no transaction behind it.
  • Exercise price is what the holder pays per share to exercise. An RSU or PSU has none, so the cell reads None (RSU) or None (PSU); TakePublic never shows $0.00 as a price.
  • Expires / vesting is the expiration date on an option. On an RSU or PSU the filer puts a footnote in that column instead, usually the vesting schedule, and the cell shows that text.
  • Underlying shares is how many shares the derivative converts into. The count stands alone when the underlying is the company's common stock; another class (Class B, a preferred series, another issuer's shares) is named beside the count.

Why Owned after can be 0

Owned after is the number of derivative securities the person held after the row, as filed. A 0 is often correct: an option exercised in full, or an RSU or PSU award that vested and settled into shares, leaves nothing of that derivative behind. The shares it became are Table I rows on the Transactions ledger, and the person's running balance of common stock is in Details.

  • An M row with Owned after 0 and 20,790 underlying shares means the whole award settled into 20,790 shares that day.
  • A Form 3 holding with no derivative count reports the underlying amount instead, marked "underlying".
  • A blank Owned after with a footnote shows the footnote; TakePublic never recomputes a filed balance.

Why this section can be empty

An empty section is often correct. Many issuers report everything the insider owns in Table I, with no Table II positions on file.

  • Positions appear only after a filed Form 3, 4, or 5 includes a Table II row.
  • TakePublic imports those rows from the SEC's public EDGAR archives. It does not invent holdings.
Note

TakePublic is not a law firm. Confirm Table I and Table II classification with securities counsel.

Was this helpful?

Up next

Insiders and Forms 3, 4, and 5

Track reporting persons, record transactions, and draft Section 16 forms filed under each insider's own CIK.

Support

Still need help?

Sign in and open the Help widget in the lower right corner to message the team. Replies land in the app and by email.

TakePublic is a technology platform, not a law firm, broker-dealer, or auditor. Forms 3, 4 and 5 prepared in TakePublic file only after the reviewer the company designates, such as its securities counsel, signs off; any other filing prepared in TakePublic files only after a licensed securities attorney signs off.