Form 4

Glossary Entry

Form 4 is a United States Securities and Exchange Commission (SEC) disclosure form titled Statement of Changes in Beneficial Ownership of Securities. It is filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 to report changes in an insider’s beneficial ownership of equity securities of an issuer whose securities are registered under Section 12 of the Exchange Act, including most purchases, sales, exercises of options, or other transfers that alter beneficial ownership. (SEC)

Who Must File:

A Form 4 must be filed by a “reporting person” subject to Section 16(a) — typically:

  • Executive officers and directors of an issuer;
  • Beneficial owners of more than 10 % of any class of registered equity securities;
  • Related entities required under SEC attribution rules. (Federal Reserve)

When It Is Filed:

In general, a Form 4 must be submitted no later than the second business day following the date on which the transaction that changes beneficial ownership is executed. (Federal Reserve)

Primary Purpose:

The filing makes insider ownership changes publicly available through the SEC’s EDGAR system to support disclosure and transparency. (SEC)

Key Elements Included:

A typical Form 4 filing reports:

  • Identity of the reporting person and their relationship to the issuer;
  • Issuer name and ticker;
  • Date and nature of each transaction that changes beneficial ownership;
  • Amount and type of securities acquired or disposed;
  • Amount of securities beneficially owned after the transaction. (Federal Reserve)

Regulatory Context:

Form 4 is part of the core insider reporting requirements under Section 16(a) of the Exchange Act, along with:

  • Form 3: initial statement of beneficial ownership when a person first becomes an insider;
  • Form 5: annual summary for deferred or exempt transactions not reported on Forms 3 or 4. (SEC)

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