Form 3

Glossary Entry

Form 3 is the Initial Statement of Beneficial Ownership of Securities filed with the U.S. Securities and Exchange Commission (SEC) under Section 16(a) of the Securities Exchange Act of 1934 and the implementing regulations in Rule 16a-3. It discloses a reporting person’s baseline beneficial ownership of equity securities of an issuer with securities registered under Section 12 of the Exchange Act. The Form 3 filing establishes the public record of an insider’s holdings before any subsequent changes are reported. (SEC)

Who Must File:

Form 3 must be filed by a reporting person subject to Section 16(a), generally including:

  • Officers of an issuer with a class of equity securities registered under Section 12 of the Exchange Act;
  • Directors of such an issuer;
  • Beneficial owners of more than 10 % of any class of registered equity securities, as defined under Rule 16a-1(a)(1) of the Exchange Act;
  • Certain trusts and related persons subject to Section 16(a) reporting. (SEC)

When It Is Filed:

  • A Form 3 must generally be filed within ten calendar days after the date the person first becomes subject to Section 16(a) reporting obligations — for example, upon appointment as an officer or director or upon acquiring beneficial ownership above the 10 % threshold.
  • If an equity class is registered under the Exchange Act for the first time (e.g., upon IPO), a Form 3 may be required on or before the effective date of registration to establish the baseline beneficial ownership of insiders. (Federal Reserve)

Purpose:

The primary purpose of Form 3 is to provide a public baseline record of an insider’s beneficial ownership in an issuer’s registered equity securities. All subsequent changes in beneficial ownership are then reported on Form 4 (changes) and Form 5 (annual summary of deferred/exempt transactions). (Federal Reserve)

Regulatory Context:

Form 3 is part of the suite of insider reporting forms under Section 16(a):

  • Form 3: initial beneficial ownership statement;
  • Form 4: changes in beneficial ownership;
  • Form 5: annual summary of reportable but deferred or exempt transactions. (Federal Reserve)

Recent Developments (Effective March 18, 2026)

Under the Holding Foreign Insiders Accountable Act (HFIAA) — enacted on December 18, 2025 — Section 16(a) of the Exchange Act will be amended to extend insider reporting requirements to officers and directors of foreign private issuers (FPIs) with securities registered under Section 12(b) or 12(g). (SEC)

Key aspects of the change include:
  • Directors and officers of FPIs will begin to be subject to Section 16(a) reporting requirements, including filing a Form 3 to disclose initial beneficial ownership, beginning March 18, 2026. (SEC)
  • FPIs historically were exempt from Section 16(a) under Rule 3a12-3(b); this exemption is effectively rescinded for directors and officers under the HFIAA. (nortonrosefulbright.com)
  • The HFIAA does not extend Section 16(a) reporting obligations to 10 % beneficial owners of FPIs — the reporting requirement applies only to officers and directors. (nortonrosefulbright.com)
  • FPIs’ officers and directors will be subject to the same filing deadlines that apply to U.S. domestic insiders: Form 3 within ten calendar days of becoming subject to Section 16(a), Form 4 within two business days of a change in ownership, and, if applicable, Form 5 within 45 days after fiscal year end. (Baker McKenzie)
  • The HFIAA amendments apply only to Section 16(a) reporting obligations; FPIs and their insiders will remain exempt from Section 16(b) short-swing profit disgorgement rules and Section 16(c) short-sale prohibitions, unless the SEC grants specific exemptions or modifies these provisions through rulemaking. (Baker McKenzie)

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