Who has to file a Form 4?
Section 16 of the Securities Exchange Act of 1934 applies to three groups, usually called insiders: the company's officers (such as the CEO, CFO and other senior executives), members of its board of directors, and anyone who owns more than 10% of a class of its shares.
When someone first becomes an insider they file a Form 3 listing what they own. After that, every change in their holdings is reported on a Form 4. A few small or exempt transactions can be reported later on an annual Form 5.
When is it due?
A Form 4 must be filed within two business days of the transaction. That short deadline is what makes insider data timely: most trades appear on SEC EDGAR within a day or two of happening.
How to read the transaction codes
Each line on a Form 4 has a one-letter code. Most lines are not open-market trades, so the code matters more than the dollar amount:
- P: open-market or private purchase. The insider spent their own money. This is the code most investors care about.
- S: open-market or private sale.
- A: grant or award from the company, such as restricted stock.
- M: exercise or conversion of options.
- F: shares withheld to pay the tax on a vesting or exercise.
- G: gift.
InsiderPrint shows only codes P and S in its tables and counts grants, exercises and tax withholdings separately, because those are routine compensation events rather than decisions to buy or sell.
What else is on the form?
Each filing shows the date of the trade, the number of shares, the price, how many shares the insider owns afterward, and whether they hold the shares directly or through a trust or family member. Footnotes often explain prices that are averages of several trades. Since 2023 the form also has a checkbox showing whether a trade was made under a pre-scheduled Rule 10b5-1 plan.