The Section 16 EDGAR forms are fairly straightforward for filers and preparers, but sometimes you can run into something a little out of the ordinary and have questions about how to file it. We’ve compiled a list of the five most common questions our support team is asked about Section 16 to help you confidently prepare the more unusual Section 16 filings.
How do you file for more than ten reporting owners?
The only solution for filing for more than ten reporting owners is to create another filing. You cannot have more than one Section 16 XML ownership document within a single submission. Section 16 filings can have one primary document (the ownership document), a cover letter, one or more correspondence documents, Exhibit 24 (the power of attorney), and Exhibit 99 (which are additional exhibits). An ownership document cannot be attached to a Section 16 filing as Exhibit 99.
Even though the transactions and/or holdings may be exactly the same for each reporting owner exceeding ten, you must create another filing and a second ownership document that simply reiterates the information in the Derivatives and Non-Derivatives tables with the other reporting owner information.
In GoFiler, there are two simple ways you can quickly duplicate a filing. You can save a copy of the filing using the Save As function, remove the reporting owners from the ownership document, and then use the Reporting Owner Library to retrieve the additional owner information. You can also create a new filing, add the reporting owner information, and then use the Copy Table function to quickly copy each of the tables from the completed form to paste into the new filing.
How do you file more than 30 derivative or non-derivative transactions?
As with the previous question, there is only one solution to this. You must create another submission with a separate ownership document. In this case, the reporting owner information will be identical but the information in the tables will be different.
Can I have more than 100 footnotes per filing?
Yes, but there is a caveat to this question. While you can use additional areas of the filing to add the footnote information, you will not be able to add a reference to the footnote into any of the fields on the form. So, for each footnote over 100, you will need to use descriptive language to refer to the data to which that footnote applies.
There are two places you can add additional footnote text: the Remarks section of the actual form, or in a separate document attached to the filing as Exhibit 99. When using footnotes in this manner, it’s best to describe the data to which the footnote applies. For example, you may write: “Footnote for Derivative Entry 7, Column 9: ...”.
What do I do if my Remarks section exceeds the SEC’s character limit?
If the Remarks section exceeds the character limit allowed for the Remarks field on the ownership document, you should write the Remarks in a separate text or HTML document. Then you can add that document to your submission as an Exhibit 99 and file it to the SEC as part of the submission. When using an Exhibit 99 document to include longer remarks with the submission, it is recommended to place text within the Remarks section of the ownership document to indicate to readers of the filing that remarks are available within the Exhibit 99. For example, you could write “See attached exhibit 99 for more information” or add language such as “(text continued in attached exhibit 99)” to the end of the data within the Remarks section.
How do I indicate a Form 3 holding or Form 4 transaction is being reported on a Form 5?
The Transaction Code column on the tables within the ownership documents specifies when a Form 3 holding or a Form 4 transaction is being reported on a Form 5. You will have to create the ownership document for the Form 5 filing and enter the appropriate data. When using our GoFiler editor or the SEC’s online EDGAR software, you will need to add a transaction or holding that has the correct code within the Transaction Code column.
For delinquent Form 4 transactions, you will need to use the appropriate transaction code for the transaction type with “4” appended to the code. For example, “A4” is the transaction code for a grant, award or other acquisition pursuant to Rule 16b-3(d) that is a delinquent Form 4 transaction. For delinquent Form 5 transactions, you would do the same using “5” instead of “4”. For delinquent Form 3 holdings, the transaction code is always “3”.
If there is doubt as to the correct transaction code, you can always refer to the Edit function within GoFiler. This function will open a dialog that has all of the transaction codes and their descriptions, as well as options to specify when a holding or transaction is a delinquent Form 3 or Form 4 filing. Just select the appropriate options, and the function will place the correct transaction code into the Transaction Code column. Information about transaction codes can also be found in instruction 8 of the SEC’s Form 5 instructions. This instruction document contains a complete list of transaction codes as well, and the information on how to format transaction codes for delinquent transactions.
Additional Resources:
https://www.sec.gov/about/forms/form5data.pdf
