After a false start last Wednesday, when the SEC cancelled an open Commission meeting to re-open the comment period on its 2015 clawback rule proposal, the SEC’s Commissioners unanimously approved re-opening the proposal the following day. Here’s the new release providing a 30-day comment period – and here’s a statement from SEC Chair Gary Gensler
The Tricky World of Reporting Stock-Settled RSUs on Form 4s
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
Yes, You Can Disclaim Beneficial Ownership in a Form 4 in Appropriate Circumstances
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
Multiple Classes of Stock: Form 4 Reporting & Short Swing Matching
As companies continue to go public with dual classes of stock – SEC and proxy advisory firm scrutiny aside – questions arise around Form 4 reporting and short-swing profit recovery rules. For example, do you need to include all classes of stock on a Form 4 if you’re only reporting a transaction in one class?
The Tragic Story of the Form 4 Error That Required an Amendment
Okay, so it’s not so tragic if you need to amend a Section 16 filing. On the whole, you want to avoid an amendment if you can. But it’s not typically that big a deal if you need to. And if you need to, you need to. Sometimes there’s a judgment call here. Some circumstances
Yeah, I’ve Got a Footnote Philosophy for Form 4s
I’m into footnotes for Section 16 reports. They help provide clarity and eliminate confusion. They help companies look like they’re not hiding the ball. And allow shareholders to understand details of a transaction that might not be evident just from the disclosures in the tables.
A good example is using footnotes liberally to denote that an insider’s transaction occurred pursuant to a Rule 10b5-1 plan. An insider’s reputation can take a big hit if a reporter “unearths” a trade that makes it seem like the insider exercised discretion at a time they knew something nonpublic.
Continue Reading Yeah, I’ve Got a Footnote Philosophy for Form 4s
Three Things About SEC Chair Gensler’s Rule 10b5-1 Speech
SEC Chair Gary Gensler gave a speech yesterday in which he talked about his request to the Staff that they make recommendations to the Commissioners regarding “freshening up” Rule 10b5-1. Gensler enumerated several “loopholes” in current Rule 10b5-1: no required cooling-off period before trades can be made under plans; no limitations on cancelling 10b5-1 plans