Your Form 5 confirmation

What the company is asking

The company is asking whether you owe a Form 5 for the fiscal year the page names: choose No Form 5 is required, or A Form 5 may be owed and list the items.

A Form 5 reports the year's transactions the rules let wait for it, and anything that should have been reported earlier and was not, for example:

• Shares you received as a gift, or acquired or disposed of by will or the laws of descent.
• Small acquisitions: purchases totaling $10,000 or less over six months (Rule 16a-6).
• A gift you gave. It needed a Form 4 within two business days, so one no Form 4 reported is a late item.
• Any other transaction with no Form 4 filed, or a holding your Form 3 left out.

What No Form 5 is required means

Choosing No Form 5 is required is your written statement to the company that everything you had to report for that fiscal year is already on a Form 3 or Form 4 filed with the SEC. The page shows the statement word for word under the choice.

The company records it as Nothing to report. It may rely on your statement when its proxy statement or 10-K discloses late Section 16 reports (Regulation S-K Item 405).

What EDGAR shows, and why it is listed

Above the two choices, What EDGAR shows sums up your filings for the year, such as how many Forms 4 were filed on time. It is there so you can check your answer against your filed record.

• Under it: each Form 4 or Form 5 it rests on, linked to the filing on EDGAR, then what EDGAR could not settle, such as a late Form 4, a transaction with no Form 4 filed, a gift received or small purchase not yet reported, or a transaction still inside its Form 4 clock.
• Its EDGAR pill opens your own filing list on EDGAR when the company has your CIK.
• When every transaction of the year was on a timely Form 4 and nothing waits for a Form 5, No Form 5 is required is chosen for you, marked EDGAR.
• When the company recorded transactions that have no Form 4 or Form 5 on EDGAR, A Form 5 may be owed is chosen with those rows filled in, marked Company records.
• Otherwise nothing is chosen for you.
• With no earlier Form 5 on record at the company, the list can reach back two more fiscal years, because a first Form 5 covers them too (Rule 16a-3(f)(1)(iv)).

Who reads your answer and who decides

Your answer is a statement to the company, not a Form 5 filing; submitting it files nothing for you. Your answer goes to the company's admins, its Section 16 team, its securities counsel and auditor, and a preparer it allows to work on insiders' records. Other directors, officers and staff see only that you answered, never what you said. The company and its securities counsel decide whether a Form 5 is due.

If one is due, the company prepares the Form 5 and files it for you, and you sign it then, usually from a signing link the company emails you. A person your power of attorney names can sign it for you instead.

Your answer saves as you go

Your answer saves to the request as you change it, so you can close the page and finish later from the same link, a reminder's link or another device, which asks for its own code.

Nothing reaches the company until you press Submit response; with A Form 5 may be owed, Review before sending shows what will go first. The company does not see an unsent answer, and it is deleted once you submit or the link expires.

When a Form 5 is due

Rule: a Form 5 is due 45 days after the company's fiscal year ends, or the next business day when that falls on a weekend or holiday (Rule 16a-3(f)(1)). The company's email gives the date, in ET.