Form 3

Form 3 is the one-time SEC filing a person makes on becoming a company insider (a director, an officer, or a holder of more than 10% of a registered class of equity), disclosing every security of that company they own at that moment. It is required by Section 16(a) of the Securities Exchange Act of 1934 and Rule 16a-3, and it sets the baseline that every later Form 4 and Form 5 changes from.

A Form 3 is required even when the new insider owns nothing. In that case the filer states that no securities are beneficially owned.

Full guide: How to Read SEC Form 4: Insider Buying and Selling Explained

The deadline, set in the form's General Instructions, is 10 days after the event that makes someone an insider, such as an appointment to the board or a promotion to an officer role. When a company is registering a class of equity under Section 12 for the first time, as in an IPO, its existing insiders must file no later than the day the registration statement becomes effective. Filing is electronic, through EDGAR.

The form mirrors Form 4's layout. Table I lists non-derivative holdings such as common stock, and Table II lists derivative holdings such as options, warrants, and convertible securities, along with exercise prices and expiration dates. Each line is marked as held directly or indirectly, and indirect holdings name the vehicle, for example a spouse, a trust, or a family partnership. For reporting purposes, a person owns a security if they have a pecuniary interest in it, meaning they share in any profit from trading it.

An insider who already reports for a company does not file a new Form 3 when they take on an additional role, for instance an officer who joins the board, or when the company registers another class of equity. For directors and officers of a foreign private issuer, the form's instructions expressly include them as reporting persons, while 10% holders of such issuers remain outside Section 16(a).