What a Form 3, 4 or 5 is checked against

How to read the list

TakePublic checks show what a Form 3, 4 or 5 was compared with, one line per check: a result word, one sentence and the source of what the check read.

The list is what counsel reads before signing off, beside the frozen form, in the filing or on the emailed sign-off link. While drafting, the company sees the same list behind one line that names any Flagged check. Each line opens to the check's arithmetic, facts and source.

The checks are suggestions drawn from the company's records and EDGAR, not legal conclusions. Counsel decides what to do with them, and the list never blocks sending.

• Pass: the check found what it needs, and it agrees.
• Flagged: something disagrees, for the company to fix or explain and for counsel to weigh.
• Review: a question for counsel's judgment.
• Not recorded or Not checked: the record does not hold what the check needs. Neither is ever a Pass.
• Not applicable: the check does not apply to this form, with the reason, and it leaves the count. Whether a check applies is decided from the form and its transaction codes before the check runs, so a check that does not apply never reads Not recorded.
• After counsel signs off, the list shows the version counsel signed; a line whose result, or the evidence it read, has moved since reads Changed since sign-off. A line that is only worded differently has not changed.
• Counsel can ask the company for a line that does not pass with Request this, where the company can answer by recording something, such as a trade record, a pre-clearance, a plan or a power of attorney. The company answers once: Mark as recorded, or Not applicable with a reason. A line computed from dates or filed figures, such as timing or the running balance, has nothing to record; counsel asks for a change to the form instead.

Which checks each form gets

Each form has its own list, in this order. An amendment gets its form's list.

• Form 4: running balance, option exercises, short-swing trades, trading window, timing, trade record, pre-clearance, 10b5-1 plan, how shares are held, last filed form, exit box and power of attorney.
• Form 3: timing, relationship, holdings reported, 10% owner basis, trades before registration and power of attorney.
• Form 5: Form 5 owed, row eligibility, year-end holding, last filed form, first Form 5 lookback, gifts given, exit box, timing and power of attorney.

Running balance

On a Form 4, the amount owned after each row must equal the last balance the person filed on EDGAR, plus or minus every filed and recorded transaction since, this form's rows included. Form 4 General Instruction 4(a)(ii) asks for the amount owned following each reported transaction.

• Each class, each derivative at its exercise price and each indirect holding is its own line, checked on its own. The side panel shows the arithmetic, one line per transaction.
• A form filed in between restarts the count at the amount it filed.
• A line with no filed balance, or a row whose code has no direction on record, reads Not checked.

Option exercises

An exercise reported in Table II (code M or X) delivers shares, which file as a Table I row of the same code and date. On a Form 4, the check pairs each exercise with that Table I row and reads the amount exercised against the position the person's record held before it.

• An exercise with no Table I row for the shares received, or one larger than the position held, needs attention.
• The balance is the exercised lot's own (the same security, form of ownership, exercise price and expiration). With none on record, the pairing is still checked and the balance reads Not checked.
• An amendment reads the lot as it stood before the report it corrects.

Short-swing trades

Section 16(b) (15 U.S.C. 78p(b)) makes profit from any purchase and sale, or sale and purchase, within any period of less than six months recoverable by the company.

On a Form 4, the check reads the person's whole filed and recorded ledger, including trades before registration (Rule 16a-2(a)) and after leaving office (Rule 16a-2(b)) where they are recorded, and lists each opposite trade within six months with its date. It never computes a profit.

• Purchases and sales (codes P, L and S) are matched. Codes M, G and W are not.
• Codes A, D and F are exempt under Rule 16b-3(d) or (e) only with board, committee or shareholder approval. A row an approval under Insiders, Board records covers reads exempt with the approval as its source; an uncovered row, or one whose approval is dated after the trade, reads Review.
• A row the company recorded as exempt from Section 16, such as a dividend reinvestment plan purchase (Rule 16a-11) or a qualified employee stock purchase plan purchase (Rule 16b-3(c)), is never matched.
• Any other code reads Review for counsel.

Trading window

On a Form 4, the check reads each trade date against the blackout windows on the Company calendar, which come from the company's own policy (see Blackout windows). A trade inside a window needs attention. Inside one with an admin override on record, or with every trade inside it under a 10b5-1 plan, the line reads Review for counsel. Outside every window passes; with no windows recorded the line reads Not recorded.

When every row inside a window is the company's own act (a grant, the tax withholding, an RSU vesting), the line passes and names the window. A form of company acts alone with no window on the calendar reads Not applicable.

Timing

The check reads whether the form was filed by its due date, or is still before it. The due date is the deadline row's, set by the rules engine; the check reads it and never computes one.

A late form wears the Late stamp. The company names a late Form 3, 4 or 5 under Item 405 in its next 10-K or proxy statement; a Form 3 or Form 5 owed and never filed is a known failure to file, which Item 405 names too.

• Form 4: due before the end of the second business day after the transaction (Rule 16a-3(g)(1)). For a Rule 10b5-1 plan or discretionary trade whose date the insider did not choose, the two business days run from the deemed execution date: the day the broker notified the insider, and no later than the third business day after the trade (Rule 16a-3(g)(2)-(4)).
• Form 3: due within 10 days after the person became an insider, or by the effective date of the company's first Section 12 registration for someone who was one then (Rule 16a-3(a); Form 3 General Instruction 2).
• Form 5: due on or before the 45th day after the fiscal year end (Rule 16a-3(f)(1); Form 5 General Instruction 1(a)).
• A deadline closed on the calendar reads Not applicable; with no due date on record the line reads Not checked.

Trade record

On a Form 4, the check reads whether each transaction has a trade record on the filing, such as the broker's confirmation, and whether someone matched its price and shares to the row. The form does not file it; it is the evidence counsel reads the row against.

• A record attached in the filing, sent by the insider through their link, or forwarded to the company's trades address counts.
• A purchase or sale has the broker's confirmation; a grant, vesting, tax withholding, exercise, conversion or disposition to the company has the plan administrator's statement. A gift (code G), an inheritance (W), a voting trust deposit or withdrawal (Z) and an expired short position (E) have neither, so the check does not apply to them.
• It reads Not recorded until every transaction it applies to has one.
• A missing record never holds the Form 4: the form files without it, and counsel reads what is on record beside the form.
• The row opens to each transaction's record: open one to see the file, or, for the company, to attach it, confirm the match or ask the insider for it.

Pre-clearance

On a Form 4, the check reads whether each trade the insider asked to make was pre-cleared under the company's own policy: who approved it and on what day, as the company recorded it. It reads Not recorded until every such trade has its pre-clearance recorded.

It applies to a purchase, sale, gift or option exercise (codes P, S, G, M, X and O), the trades a pre-clearance request names. The company's own acts, a grant (A), the tax withholding (F) or an RSU vesting (M with no price), are not trades the insider asks to clear, and neither is any other code; a form of those alone reads Not applicable.

A company that has not turned on We pre-clear insider trades in Settings reads Not applicable.

10b5-1 plan

A trade made under a Rule 10b5-1(c) trading plan checks the Form 4's box and gives the plan's adoption date in a footnote (Form 4 General Instruction 10). On a Form 4, the check reads each line marked as a plan trade against the plans on the insider's record.

The Rule 10b5-1 plans the person's filed forms show are recorded on the insider record's Form details by the EDGAR sync and count at once, marked EDGAR. A plan the company records itself wins.

A Rule 10b5-1 plan the company's own 10-Q or 10-K discloses under Item 408(a) is listed there too, with that filing as its EDGAR source and what it states (the person it names, the aggregate shares, when it ends); Record from filing records it once the company confirms it, and from then on pre-clearance and this check read it. A non-Rule 10b5-1 arrangement is not listed: it checks no box and has no cooling-off period.

No plan trade may occur until the plan's cooling-off period has run (Rule 10b5-1(c)(1)(ii)(B)). For a director or officer (Rule 16a-1(f)) it runs to the later of 90 days after the adoption and two business days after the company files its 10-Q or 10-K for the fiscal quarter the plan was adopted in, and never past 120 days after the adoption. For anyone else it runs 30 days after the adoption.

• With no line marked as a plan trade, the check does not apply.
• A marked line with no plan and no adoption date on record reads Not recorded; an adoption date typed on the line with no plan on the record needs attention.
• A trade before the plan was adopted, after it was terminated, or inside the cooling-off period needs attention. The line opens to the day the period ends and how it was reached: what it counts from, the person's role, 90 days, the report and 120 days.
• The days count from the day after the adoption, and the report's filing day is not one of its two business days: for a 10-Q filed on a Monday the period ends on Wednesday, and the first plan trade may be on Thursday when no federal holiday falls between (SEC staff guidance, Compliance and Disclosure Interpretation 120.29). The quarter follows the company's fiscal calendar, and the filing date is read from its filings on EDGAR.
• While that 10-Q or 10-K is not filed, the period ends somewhere between day 90 and day 120, so a trade in that window needs attention and the line names the report. After day 120 the maximum applies.
• A modification that changes the amount, price or timing of the trades, a written formula's included, ends the plan and adopts a new one, so the period starts again from the modification (Rule 10b5-1(c)(1)(iv)). Recording a modification on the plan's sheet asks whether it does; a No is kept on the record and the period runs from the adoption.
• A modification recorded before that question was asked counts as a new adoption, and the line says the answer is not recorded until it is given on the plan's sheet.

More detail

Replacing the broker that executes the plan is a modification only when it changes the price or date of the trades; a new broker with the same instructions on price, date and amount is not (Rule 10b5-1(c)(1)(ii)(D)(1) and (c)(1)(iv)).

How shares are held

Direct and indirect holdings file on separate lines, each indirect line with its nature of ownership stated as specifically as possible, such as "By Spouse" or "By X Trust" (General Instruction 4(b)(ii)-(iii)). A disclaimer of beneficial ownership rides a footnote (Rule 16a-1(a)(4)).

On a Form 4, the check reads each line against the holdings on the insider's record. With none on record the lines file as direct and the line reads Not recorded. An indirect line with no nature, or a line with no recorded holding, needs attention.

How the shares are held, as the person's filed forms show it, is recorded on the insider record's Form details by the EDGAR sync and counts at once, marked EDGAR. An indirect holding a later form of its class leaves off, or states at zero, is ended, and one the company ends from its row's "..." menu stays ended. A holding the company records itself wins.

Last filed form

On a Form 4 or Form 5, the check compares the draft with the person's last filed Form 3, 4 or 5 at the company, as its amendments leave it: the reporting owners (name, CIK, address, relationship boxes, title), the holding lines and the footnotes on how shares are held. Transactions are left to the other checks.

• Where the last form is another type, the last one of the draft's own type is compared too.
• A line of a class the form reports that the draft leaves out needs attention, because each form of ownership of a class is its own line (Form 4 General Instruction 4(a)(i)). A holding that ended on record, or a last form filed jointly, explains it.
• The comparison lists each difference, a reworded footnote word by word.
• An amendment compares with its original instead; with nothing filed at the company, the check does not apply.

Exit box

A person no longer subject to Section 16 checks the exit box on a Form 4 or Form 5 (General Instruction 1(b)); their Form 4 or Form 5 obligations may continue (Rule 16a-2(b)). The check reads the departure date on the roster, and the box checks once that day has passed.

• A departure dated ahead reads Review until the day passes.
• From counsel's sign-off the box is the signed version's: a departure recorded or cleared afterwards reads Review rather than changing the form.

Power of attorney

A form signed for the person by someone else carries a confirming statement of that authority, unless one still in effect is on file with the SEC (General Instruction 7(a)); it files as Exhibit 24 (Instruction 6(c)). On Forms 3, 4 and 5 alike, the check reads who signed against the powers of attorney on the insider's record.

• Signed by the person: no power of attorney is needed.
• Signed under a power of attorney on the record that is on file with the SEC: Pass. One not yet filed needs attention and files with the form as Exhibit 24.
• Signed by someone no recorded power of attorney names: Attention.
• Before anyone signs, a power of attorney on the record reads Review; with none on record the person signs, and the check does not apply.
• A power of attorney a filed signature names waits for Record from filing, because it decides who gets signing links.
• When a power of attorney file is uploaded, TakePublic reads it on its own servers, with no AI: that the person granted it, that it names an attorney-in-fact, and that it is dated no later than the forms signed under it. Only a blank file is refused. Anything else doubtful needs attention until a company user confirms the file on the insider record.

Signature authentication (Rule 302(b))

Before someone signs an EDGAR filing electronically for the first time, they sign a page by hand saying their electronic signature is their signature, and each company that files for them keeps it (Regulation S-T Rule 302(b)(2)). The check reads the signer's newest ink page on file with the company: the attorney-in-fact's own page on an attorney's link, else the reporting person's.

When the page is uploaded, TakePublic reads it on its own servers, with no AI: the page's printed code says who it was printed for, and the signature and date boxes should hold ink. A blank page and a page printed for someone else are refused; anything doubtful goes on file flagged. A company admin then confirms the page or sends it back from Home or the insider's EDGAR tab.

• Confirmed by the company: Pass, with who confirmed it and when.
• Flagged by the automatic check (the page looks unsigned or blank, or its code couldn't be read), or sent back by the company: Flagged.
• On file and not yet reviewed by the company: Not recorded.
• An uploaded ready-to-file form is not signed on TakePublic, so the check reads the signed page the company attached: Pass when the page names the reporting person or their attorney-in-fact, Flagged when it names someone else or no name could be read, and Not applicable when the company attested on a power of attorney, which the Power of attorney row reads.
• The row never holds back the send.

Relationship

On a Form 3, the check reads the director, officer and 10% owner boxes from the roster: directors, officers and holders of more than 10% file (Form 3 General Instruction 1(a)). No relationship on the roster needs attention.

The title is not what makes a Section 16 officer: the board decides (Rule 16a-1(f)), and the Note to the rule presumes the executive officers named under Item 401(b) are those officers. An officer passes when the board's designation in force under Insiders, Board records names them, reads Review when it leaves them out, and reads Not recorded while no designation is recorded.

Holdings reported

On a Form 3, every class of the company's equity securities the person beneficially owns on the event date has its line: direct and each form of indirect ownership on its own line with its nature, derivative securities in Table II with their terms (Form 3 General Instructions 4(a)(i) and 5(a)-(c)).

The check reads the draft's lines against the holdings on record: the insider's recorded holdings, the positions earlier filed forms left and the Table II record. A holding with no line, or a line whose amount differs from a filed position, needs attention; a line filled from the record that the company removed reads Review.

A person who owns none still files and says so (Instruction 1(c)); that form reads Review.

10% owner basis

A holder of more than 10% of a registered class files a Form 3, counted by voting or investment control under Rule 16a-1(a)(1), the Section 13(d) measure a Schedule 13D or 13G reports (Form 3 General Instruction 1(a)(ii)).

On a Form 3, the check reads the schedule on or before the event date and the percent of the class it reports. More than 10% passes; 10% or less needs attention; a schedule with no percent entered reads Review, and none on record reads Not recorded. It does not apply to someone the roster does not mark as a 10% owner.

Trades before registration

A director's or officer's trades in the six months before the company's first Section 12 registration are subject to Section 16 when they became one through that registration, and the first required Form 4 reports those within six months of its own trade (Rule 16a-2(a)). They do not go on the Form 3.

On a Form 3, the check lists the person's recorded trades in that window for the first Form 4 to carry: none reads Not recorded, and any read Review. It does not apply to someone who became an insider after registration, or to a 10% owner.

Form 5 owed

Everyone subject to Section 16 at any time in the fiscal year files a Form 5 for the items not reported before, unless every such item was reported before the Form 5's due date (Rule 16a-3(f)(1) and (2)).

On a Form 5, the check reads the insider's written answer, or the one the company recorded, then what EDGAR shows for the year. The company may rely on a written representation that no Form 5 is required, kept for two years (Item 405(b)(3)).

• An answer that a Form 5 is owed passes.
• An answer that none is required reads Review, and needs attention when the form reports rows.
• A Form 5 for the year already on EDGAR needs attention.
• With no answer, the line reads Review with what EDGAR shows for the year.
• An amendment corrects a filed Form 5, so the check does not apply.

Row eligibility

A Form 5 carries exempt transactions not required on Form 4, small acquisitions under Rule 16a-6, and anything that should have been reported on Form 3 or Form 4 and was not (Form 5 General Instruction 4(a)(i); Rule 16a-3(f)(1)).

On a Form 5, the check reads each row as a Form 5 item or a Form 4 item reported late. A late Form 4 transaction files with a 4 beside its code, which checks the Form 4 Transaction Reported box (Instruction 8). A row already on a filed form, or a Form 4 item reported late, needs attention; the company names a late one under Item 405. A gift given has its own line, Gifts given.

Year-end holding

On a Form 5, column 5 is the total held at the fiscal year end, or on the day the person stopped being an insider, for each class with a transaction reported (Form 5 General Instruction 4(a)(i) and (iii)).

The check starts from the last filed Form 3, 4 or 5 on or before that day and adds every filed or recorded transaction since; the total must equal what column 5 files. A line with no filed balance, or a blank column 5, reads Not checked.

First Form 5 lookback

A person's first Form 5 also carries every holding and transaction that should have been reported in each of the company's last two fiscal years and was not, on their reasonable good-faith belief (Rule 16a-3(f)(1)(iv)).

The check lists what the record shows unreported from those two years and whether each is on the form; an item left off needs attention. It does not apply once an earlier Form 5 is on record, and reads Not checked until the filed history has been read.

Gifts given

Since Feb 27, 2023 a bona fide gift given is reported on Form 4 within two business days (Rule 16a-3(g)(1); Release 33-11138). One reported on a Form 5 is a late Form 4 transaction: it files as G4, and the company names it under Item 405.

On a Form 5, a gift given in the year that neither this form nor a filed Form 4 reports needs attention. A gift given before Feb 27, 2023 is a Form 5 item.