Form 4

Form 4 is the SEC disclosure that officers, directors, and beneficial owners of more than 10% of a company's registered equity must file whenever their ownership changes through a purchase, sale, grant, exercise, or other reportable transaction. Formally titled the Statement of Changes in Beneficial Ownership, it is required under Section 16 of the Securities Exchange Act of 1934 and must generally be filed within two business days of the transaction date.

Because the reporting window is so short, Form 4 filings are close to a real-time record of what a company's insiders are doing with their own shares.

Each Form 4 identifies the reporting person's relationship to the company — director, officer, or 10% owner — and lists the transaction in one of two tables: Table I for direct equity such as common stock, and Table II for derivative securities such as stock options. Every transaction carries a single-letter transaction code, for example P for an open-market purchase, S for an open-market sale, A for a grant or award under a compensation plan, and F for shares withheld to cover tax withholding on a vesting event. The code determines whether a transaction reflects a discretionary economic decision or a routine, plan-driven event.

Before the Sarbanes-Oxley Act of 2002, insiders had up to 40 days to report a transaction. The two-business-day deadline that applies today made the form far more useful as a timely signal. A pattern of late filings is itself a disclosure item, since companies must report delinquent Section 16 filers in their annual proxy statement.

GeminIQ's Insider Transactions feature aggregates Form 4 filings for each company into a sortable table and a monthly purchase/sale chart, preserving the transaction code, ownership type, and filer relationship exactly as filed.