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The Form 4 two-business-day rule
Form 4 reports most ownership changes by Section 16 insiders, two business days after the transaction date.
- Form 4
- 2 business days after the trade, ET
- Form 3
- 10 days after becoming an insider
- Form 5
- 45 days after fiscal year end
- Who files
- Directors, officers, 10% owners
- Visibility
- A late Form 4 is public on EDGAR
The Form 4 clock
- 01Transaction date
- 02Add two business days
- 03Roll off weekends and holidays
- 04Due date in ET
Forms 3, 4, and 5 together
- Form 3Initial statement when someone becomes a Section 16 insider, generally 10 calendar days later, or by the Section 12 registration effective date when that rule applies.
- Form 4Most changes in beneficial ownership.
- Form 5Annual catch-up for certain transactions. Weekend and SEC holiday due dates roll to the next business day. All deadlines ET.
Who is a Section 16 insider
- Directors and executive officers
- Greater-than-10% ownersBeneficial owners of more than 10% of a class of equity securities registered under Section 12.
- Edge casesExact officer titles, group ownership and indirect holdings need counsel review; TakePublic tracks the roster and each Form 4 deadline on the Company calendar.
Why late Form 4s are visible
EDGAR records the transaction date and the acceptance date, so investors, plaintiff firms and counterparties can compute the gap without special access. Codes, transaction details and counsel review have to be ready before the window closes.
Frequently asked questions
When is Form 4 due after a trade?
Two business days after the transaction date, rolled forward if that date falls on a weekend or SEC holiday. All deadlines ET.
Who has to file a Form 4?
Section 16 reporting persons: typically directors, executive officers, and greater-than-10% beneficial owners. Confirm the exact list and any exemptions with securities counsel.
How is Form 3 different from Form 4?
Form 3 is the initial ownership statement, generally due 10 calendar days after becoming an insider. Form 4 reports later transactions on the two-business-day clock.
When is Form 5 due?
45 calendar days after fiscal year end, rolled forward off weekends and SEC holidays. All deadlines ET.
Can the market see a late Form 4?
Yes. The filing date on EDGAR is public, so a Form 4 filed after the two-business-day deadline is visible as late.
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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.