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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.

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