Section 16 Reporting of Beneficial Ownership by Insiders -- Electronic Filing and Website Posting Now Mandatory
Effective June 30, 2003, SEC rules require electronic filing and corporate website posting of beneficial ownership reports (Forms 3, 4 and 5) filed by officers, directors and 10% owners of SEC reporting companies pursuant to Section 16(a) of the Securities Exchange Act of 1934. Electronic filing may be accomplished through a third party service provider such as R.R. Donnelley, or through the SEC’s new EDGAR filing website located at https://www.onlineforms.edgarfiling.sec.gov. As with other documents filed electronically with the SEC, a manually signed copy of the electronically filed form must be retained in the issuer’s files.
In order to file electronically, each officer, director and 10% holder will need his/her own CIK, CCC and password codes for EDGAR. Such individuals may apply for codes by submitting a completed Form ID by fax to the SEC’s EDGAR filer support office at (202) 504-2474. Alternatively, if the insiders have granted power of attorney to an employee of the issuer, which power of attorney has been previously filed with the SEC, the issuer may apply for these codes on behalf of their insiders on a single Form ID by listing the full name and address of each insider in an attachment to the form.
Since Form 4 reports are required to be filed with the SEC by the second business day following the date on which the reportable transaction occurred, issuers will need to pay particularly close attention to insider transactions in the issuer’s stock in order to assist with insider reporting obligations.
Finally, the website posting requirement may be satisfied by including a link on the issuer’s corporate website to its Section 16 reports on the SEC website.
The SEC’s Regulations regarding electronic filing and website posting of insider reports can be found at www.sec.gov/rules/final/33-8230.htm. The foregoing is only a brief and partial summary of those Regulations. Public companies are encouraged to review the Regulations in their entirety.
Rhoads & Sinon offers a full range of banking and securities counseling and representation. If you have any questions about this issue, or if you need legal assistance in any area of banking and securities law, contact Charles J. Ferry at 717-233-5731 for more information about our firm and its available service.