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Kelly Reinholdtsen advises both public and private companies on the design and operation of equity-based arrangements, including compliance with federal and state securities laws, Section 16 and Rule 144.

With the first proxy season behind us with the SEC’s new “pay vs. performance” disclosure requirement, it’s a good time to review what we saw as the primary trends – particularly with Corp Fin planning to comment upon these disclosures sometime later this year. Here are the top five trends that we saw:


Yesterday, the SEC adopted new rules that:

  • Amend Rule 10b5-1 to add new conditions to the availability of the affirmative defense to insider trading liability,
  • Impose new disclosure requirements for periodic reports, proxy and information statements regarding insider trading policies, trading plans of insiders and option grant practices, and
  • Amend Section 16 filing requirements.


With all signals pointing to the SEC acting on Rule 10b5-1 plans under SEC Chair Gensler– most likely through the rulemaking process –it’s a good time to assess what (if any) changes you should consider for your 10b5-1 plans and policies ahead of any new disclosure obligations. Over the last few months, we’ve gotten a

Not too many choices exist in the technical world of Form 4 reporting. But there is a choice to be made for reporting grants of stock-settled, time-based restricted stock units (RSUs). For Section 16 nerds like me, this is as thrilling as it gets.

These grants can be reported on a Form 4 in either

Unless you’re a diehard Section 16 fan, you might not realize that reporting securities as “indirectly owned through others” is not a binding admission of beneficial ownership. That can be a tough concept to grasp. It doesn’t seem real sometimes.

Although not common, there certainly are situations where the extent of an insider’s beneficial ownership