Quick Answer: What Is An S 4 Filing?

How late can you file with the SEC?

The EDGAR system hours of operation for submitting files are 6:00am to 10:00pm Eastern Time, weekdays, excluding Federal Holidays.

EDGAR filings must occur by 5:30pm ET (when the SEC officially ends its business day) to receive the same-day filing date..

What is a SEC Form 4 filing?

SEC Form 4: Statement of Changes in Beneficial Ownership is a document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders. … Disclosure of information required on Form 4 is mandatory and becomes public record upon filing.

How late can you file a Form 4?

For most transactions in company securities, insiders will need to file a Form 4 with the SEC by the end of the second business day following the transaction. The Form 4 must be received by the SEC no later than 5:30 p.m. Eastern time (2:30 p.m. Pacific time) on the due date.

What is a Section 16 filing?

Section 16 imposes filing standards for “insiders,” and defines insiders as any officers, directors, or stockholders who possess stock that directly or indirectly results in beneficial ownership of more than 10% of the company’s common stock or other class of equity.

What does conversion of exercise of derivative security mean?

A conversion is the exchange of a convertible type of asset into another type of asset, usually at a predetermined price, on or before a predetermined date. The conversion feature is a financial derivative instrument that is valued separately from the underlying security.

Where can I find SEC Form 4 filings?

The SEC’s Edgar website or services like WhaleWisdom.com are good places to view Form 4 filings.

Is S 3 filing good or bad?

The filing of a shelf registration statement is often met with derision, and considered a bad omen that shareholder dilution is around the corner. … Filing of an S-3 shelf registration signals to the market that a financing is forthcoming, thus creating an overhang on the stock, depressing its performance.

Who can use Form S 3?

What is primary eligible? A company is primary eligible to use Form S-3 or Form F-3 to offer securities on its own behalf for cash on an unlimited basis if the aggregate market value of its voting and non-voting common equity held by non-affiliates (its “public float”) is at least $75 million.

How do you track insider trading?

A place to follow insider trades for free is the J3 Services Group Website (www.j3sg.com). Its database tracks more than 10,000 companies and reports to subscribers within minutes of the posting of SEC Form 4, which is supposed to occur within two business days of a stock purchase by an insider.

What is an S 3 filing?

An S-3 filing is a simplified process companies undergo to register securities through the Securities and Exchange Commission. This filing is normally done in order to raise capital, usually after an initial public offering. … There may be a period of time between the filing and a review by the SEC.

How long does it take to go from IPO to S 1?

five monthsIn general, from the initial meeting of all team members until the first filing, it can take at least five months (under the best circumstances) to price an offering and begin selling shares, although the timeframe can be significantly longer.

Who is considered a Section 16 officer?

Section 16 Officer means every person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

What triggers a 13d filing?

When a person or group of persons acquires beneficial ownership of more than five percent of a voting class of a company’s equity securities registered under the Securities Exchange Act, they are required to file a Schedule 13D with the SEC.

Who is subject to short swing profit rule?

The so-called “short-swing profit rule” under Securities Exchange Act Section 16(b) generally prohibits officers and directors as well as 10 percent shareholders of a U.S. public company from profiting from any purchase or sale (or sale and purchase) of the company’s equity securities within a period of less than six …

How do you read a Form 4?

The most important part of Form 4 involves specific transaction information. The reporting person must include the specific type of security traded, the date of the transaction, a code reflecting the exact type of transaction, and the number of shares or units bought or sold and their price.

How long does an S 3 last?

three yearsShelf registration statements generally only remain effective for three years. Assuming that an issuer is eligible to file a Form S-3, a baseline question in relation to whether an issuer desires to have an effective shelf registration statement is whether the issuer is a well-known seasoned issuer (WKSI).

What does an S 1 filing mean?

SEC Form S-1 is an SEC registration required for U.S. companies that want to be listed on a national exchange. It is basically a registration statement for a company that is usually filed in connection with an initial public offering.

What is an S 8?

An S-8 filing is an SEC filing required for companies wishing to issue equity to their employees. The S-8 form outlines the details of an internal issuing of stock or options to employees similar to filing a prospectus. … The individual might act to promote the stock for the purpose of boosting its market price.

Are S 1 filings public?

A Form S-1, commonly referred to as an S-1, is a form that private companies file with the U.S. Securities and Exchange Commission (SEC) when they intend to go public.

What is a 10% shareholder?

Ten Percent Shareholder means a natural person who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding voting securities of the Company, the Company’s parent (if any) or any of the Company’s Subsidiaries.