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Determining Ownership Interest in a Security

If you want to know if a person or an entity has significant ownership interest in a registered, non-exempt equity security of any class, there are 3 forms you should check. They are Form 3, Form 4 and Form 5.

Forms 3, 4 and 5: Who Are Required to File?

Forms 3, 4 and 5 are filings required from a security's corporate insiders and beneficial owners. According to Section 16 of the Securities Exchange Act 1934, Forms 3, 4 and 5 are required from:

the officers and directors of the company issuing the security (i.e. corporate insiders)
the principal stockholders of the security; specifically, those who directly or indirectly own over 10% of any class of an equity security (i.e. beneficial owners)

Form 3

Corporate owners and beneficial owners file Form 3 at the time of the security's registration (no later than the effective date of the security's registration statement). This is particularly applicable if a company is registering equity securities for the first time.

Corporate insiders and beneficial owners of an already-registered equity security also file Form 3. They must do so within 10 days of becoming a director or an officer of the security issuer or within 10 days of becoming a principal stockholder.

Form 4

Form 4 is a statement of changes in beneficial ownership. This form must be filed within 2 business days of the execution of the change/transaction.

Form 5

Form 5 is used for reporting annual changes in beneficial ownership of securities. In Form 5, corporate insiders/beneficial owners report changes which they were not able to repot using Form 4 or changes in beneficial ownership that were exempt from the 2-day reporting rule. Form 5 is filed at the end of the company's fiscal year (no later than 45 days after the fiscal year has ended).

Where to Obtain Insider Forms:

The Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR). You can use this database for most recent SEC filings that were submitted electronically.
The SEC Office of Investor Education and Advocacy. Write to this office to request a copy of any SEC filing that is not available through EDGAR (i.e. those forms which were not submitted electronically).
The Security Exchange where the security is registered. Beneficial owners and corporate insiders of securities that are registered on a national securities exchange are also required to file these forms with the exchange.
NASDAQ's website. NASDAQ offers a searchable database of Insider Form 4. Just write down the ticker symbol (up to 25 symbols; you can also use the symbol lookup to add symbols) then click "Go Now" to initiate your Form 4 search.
Other websites. There are other websites that offer downloadable copies of insider forms. Just do a Google search (or a Yahoo! Search, for that matter), using "insider reports" as your keyword to find these websites.

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