Compliance personnel may find it useful to have ready access to a chart that provides, in summary fashion, information regarding the application of Section 16 to the types of transactions they most often encounter in assisting insiders with their responsibilities under Section 16. The following chart describes the application of the Section 16(a) reporting requirements to various types of transactions, and also reflects the exemptions from Section 16(b) that may apply to those transactions. Transactions exempt from the reporting requirements also are exempt from Section 16(b), by virtue of Rule 16a-10. References to Rule 16b-3 in Column 2 of the chart are based on the assumption that the applicable conditions specified in the rule will have been satisfied. References to numbered Model Forms in Column 5 refer to the Model Forms that appear in the 2021 edition of the Section 16 Forms and Filings Handbook.
Categories:
- OPEN MARKET AND PRIVATE PURCHASES AND SALES
- GIFTS AND INHERITANCES
- DIVIDEND REINVESTMENT PLAN
- STOCK OPTION/SAR
- STOCK BONUS
- RESTRICTED STOCK
- RESTRICTED STOCK UNITS
- PERFORMANCE SHARE (OR UNIT) (Vesting Based Solely on Stock Price)
- PERFORMANCE SHARE (OR UNIT) (Vesting Based, in Whole or in Part, on Factors Other Than Stock Price)
- NON-QUALIFIED SINGLE-FUND DEFERRED COMPENSATION PLAN (Phantom Stock)
- NON-QUALIFIED MULTI-FUND DEFERRED COMPENSATION PLAN (Phantom Stock)
- SECTION 401(k) PLAN
- SECTION 423 STOCK PURCHASE PLAN
1. Open Market and Private Purchases and Sales
|
Transaction |
Section 16(b) |
Applicable |
Reporting |
Model Form |
| Sale | None Available | Form 4 | Two Business Days (Subject to Delayed Deadline for Certain Rule 10b5-1 Sales—See Below) |
64-69 |
|
Purchase of |
None Available |
If Purchase, Together With All Other Unreported Purchases in Past 6 Months, Equal to or Less Than $10,000, Form 5 _____ If Purchase, Together With All Other Unreported Purchases in Past 6 Months, exceeds $10,000, All Reportable on Form 4 |
45 Days After End of Fiscal Year ____ All Reportable Two Business Days After Last Purchase (Subject to Delayed Deadline for Certain Rule 10b5-1 Transactions—See Below) |
70 |
|
Purchase of More Than $10,000 |
None Available |
Form 4 |
Two Business Days (Subject to Delayed Deadline for Certain Rule 10b5-1 Transactions—See Below) | 64-68 |
| Purchase or Sale Through Limit Order | None Available | Form 4 | Two Business Days after Notification of Trade (If Notification Not Given Within Three Business Days of Trade, it Will be Deemed to Have Been Given on Third Business Day) | 66 |
|
Adoption of Rule 10b5-1 Plan |
Non-event |
None Required |
Not Applicable | 66 |
|
Rule 10b5-1 Plan Transaction |
None Available | Form 4 | Two Business Days after Notification of Trade (If Notification Not Given Within Three Business Days of Trade, it Will be Deemed to Have Been Given on Third Business Day) | 66-67 |
2. Gifts and Inheritances
