Upload a Form 3, 4 or 5 you already have

For a form a law firm, stock plan administrator or another tool prepared: upload the form's EDGAR XML, choose Needs review or Already reviewed and signed, and TakePublic checks it and files it.

Where: Filings

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What to do

When a Form 3, 4 or 5 was prepared outside TakePublic, by a law firm, a stock plan administrator or another tool, upload it and TakePublic checks it and files it.

Start from Upload a Form 3, 4 or 5 in the New filing picker, or choose the upload card (Upload a finished Form 4, named for the form) on the first step of Record transaction, the Form 3, Form 4 and Form 5 cards and their amendments; in Add insider it is Upload their finished Form 3. Uploading is part of Section 16 and Core; Monitor files nothing.

  1. Choose the file and the path: Needs review or Already reviewed and signed.
  2. On Needs review, confirm every value TakePublic read. On Already reviewed and signed, attach the signed page and attest.
  3. Open the form on its filing page, check Values and Form preview, and submit it there.

Which path to choose

You choose when you upload. The path decides what TakePublic does with the file.

  • Needs review: the form has not been reviewed or signed yet. Forms 3, 4 and 5 and their amendments. TakePublic reads the file into a draft, you confirm every value, and the form runs the usual steps: the checks, counsel sign-off in the app or by emailed link, the reporting person's signature, and submission.
  • Already reviewed and signed: the form was reviewed and signed by hand before it reached TakePublic. Forms 3, 4 and 5 and their amendments, as EDGAR XML only. TakePublic files exactly the file you uploaded; in place of counsel sign-off and the reporting person's signature in TakePublic, you attach the signed page and attest before submitting.

What you can upload

Both paths take the form's EDGAR ownership XML, the file that would otherwise go to EDGAR; a PDF is taken only as the signed page on Already reviewed and signed.

The company's CIK comes from your workspace, not from the file. The reporting person is matched to your roster only on an exact match; otherwise you pick them from the roster.

Note

Why XML only: a printed form doesn't carry the CIKs EDGAR needs, so reading a PDF would mean guessing values, and when the form is already signed TakePublic files exactly what was approved.

Files TakePublic refuses

A refused upload says why. You can always enter the form in TakePublic instead.

  • A file that is not EDGAR ownership XML, a PDF included.
  • Anything TakePublic can't read completely: "We couldn't read this file. Enter the form in TakePublic, or upload the XML."
  • A form type that doesn't match the card you chose, such as a Form 4 uploaded from the Form 3 card.
  • A copy of a form that is already filed.
  • On Needs review, an amendment whose original TakePublic hasn't read from EDGAR: without the original's lines it can't tell which lines the amendment changes. Upload it as Already reviewed and signed instead.
  • On Needs review, a Form 5 for a person and fiscal year that already has a Form 5 draft open. Open that draft, or delete it and upload again.

A Form 5 or an amendment on Needs review

A Form 5 opens in the Form 5 editor with its rows. A holding the Form 3 left out becomes one of its late Form 3 lines. A row EDGAR already holds is marked as filed and does not move the insider's balance.

The form files the Form 4 or Form 5 coding the rules give each row. Where the upload coded a row differently, the checks say so.

A Form 3/A, 4/A or 5/A is matched to its original, on TakePublic or in the person's EDGAR history: each line reads Unchanged, Amended or Added, and the insider's balance moves only by what changed. Forms 3/A, 4/A and 5/A file added or amended lines only; unchanged lines remain on the original.

The form files the insider record's relationship and departure. When the upload checks No longer subject to Section 16, or names a different relationship, the draft shows it beside the record, with Record departure where the record has no departure yet.

A Form 3 for someone not on your roster

Someone at the company who can add insiders can upload the Form 3, from Add insider or the Form 3 card, and the person is added to the roster from it. A preparer firm is told that the company adds the person first; then the preparer uploads the form.

Attach the signed page or a power of attorney

On Already reviewed and signed, the form cannot be submitted until TakePublic holds the evidence of its signature. Do one of the two:

  • Attach the signature page the signer signed by hand. A PDF or a photo is fine here: TakePublic keeps it as evidence, refuses only a blank page, and checks on its own servers that the page names the reporting person or their attorney-in-fact. A page it can't match is flagged for counsel and never holds the form. It reads no form values from the page.
  • Or choose a power of attorney on file for the person who signed. Upload a power of attorney once and later forms reuse it; how it is checked is in What a Form 3, 4 or 5 is checked against.
Note

Rule 302(b) of Regulation S-T asks the filer (on a Form 3, 4 or 5, the reporting person) to keep the manually signed page, or the record of an electronic signature, for five years and to give the SEC a copy if asked. TakePublic keeps the evidence you attach with the filing. Who keeps which record is a question for your securities counsel; TakePublic is a technology platform, not a law firm.

Attest and submit

Only a company admin, or a company user whose seat has Can transmit to EDGAR on, can attest and submit.

The attestation says the form was reviewed and signed, and names who reviewed it. It is tied to the exact file you uploaded: uploading a new version clears it, and you attest again.

Every form, uploaded or prepared here, is submitted from its filing page: Values lists what the form reports and Form preview shows it in the SEC's layout.

Note

A form uploaded as Needs review is submitted the same way once counsel has signed off and the reporting person has signed (see How a filing moves to filed).

If a check blocks it

These problems stop the submission until they are fixed. Every other check is a suggestion.

  • EDGAR format errors: the file doesn't follow EDGAR's ownership XML schema, so EDGAR would suspend it. The upload is refused; fix it where it was prepared and upload it again.
  • A duplicate: the same form is already uploaded here, or EDGAR already holds it.
  • Signed by an attorney-in-fact with no power of attorney on the record: record the power of attorney on the insider record. If the SEC has it, record the filing it went with; if not, it files with the form as Exhibit 24, which EDGAR takes only as text or HTML, so attach a text copy (.txt) beside the signed PDF.
  • No CIK for the reporting person: they get their own EDGAR access first (see Getting your EDGAR access to file Forms 3, 4 and 5).
  • No EDGAR access or delegation for the reporting person: under EDGAR Next their account delegates to TakePublic before anything is filed for them (see Delegate to TakePublic in EDGAR Next).
  • Timing, holdings compared with the last filed form and the other checks are suggestions to read, not blocks (see What a Form 3, 4 or 5 is checked against).
Note

A form past its due date asks for one more click, Send late, and the confirmation is recorded. A late form is still required; what it means is in Late insider reports.

What happens after filing

Once EDGAR accepts the form, TakePublic treats it like a form prepared here:

  • The filed copy is kept on the filing page.
  • The form's deadline closes on the Company calendar.
  • The reporting person's holdings and the roster update from the filed form.
  • The Form 5 and Item 405 records update from it.
  • The upload, the attestation and the submission are on the audit trail.

For preparer firms

A preparer uploads on either path for a client, the same way the company does.

A preparer does not attest or submit. An upload marked Already reviewed and signed waits on the filing as Ready to file and the company is notified; a company admin, or a company user allowed to transmit, attests and submits.

A Form 3 for someone not on the client's roster waits for the company to add the person first.

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What a Form 3, 4 or 5 is checked against

Each of the TakePublic checks: what it compares, the rule behind it, and where Forms 3, 4 and 5 differ.

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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.