Understanding Section 16 Filings: Forms 3, 4, and 5 Explained
Section 16 of the Securities Exchange Act of 1934 requires certain insiders to report their ownership of and transactions in company equity securities. If you're an officer, director, or major shareholder of a public company, you likely have Section 16 reporting obligations — and the SEC expects timely and accurate filings.
This blog post explains the basics of Section 16, when each form is required, and how ACN helps make the process fast and stress-free.
What Is Section 16?
Section 16 is a set of SEC rules requiring company insiders to disclose their holdings and transactions in the securities of their own company. This promotes transparency and discourages insider trading.
Covered individuals include:
Directors of a public company
Officers of a public company (as defined by Rule 16a-1(f))
Beneficial owners of more than 10% of any class of a company’s registered equity securities
These insiders must report their initial ownership, as well as any changes to their holdings, through the SEC’s EDGAR system using Form 3, Form 4, or Form 5.
What Are Forms 3, 4, and 5?
Here’s a quick breakdown of each form and when it's required:
Form 3 – Initial Statement of Beneficial Ownership
This is the first form insiders must file when they become subject to Section 16 (e.g., upon becoming an officer, director, or 10% owner).
Deadline: Within 10 calendar days of becoming a reporting insider.
Form 4 – Statement of Changes in Beneficial Ownership
Used to report changes in insider ownership — for example, buying or selling stock, exercising options, or receiving stock grants.
Deadline: Within 2 business days of the transaction date.
Form 5 – Annual Statement of Beneficial Ownership
A year-end catch-all used for transactions that were exempt from Form 4 reporting or were eligible for deferred reporting.
Deadline: By 45 days after fiscal year-end (typically February 14 for calendar-year companies).
Do These Forms Ever Require Amendments?
Yes — if there’s a material error in a previously filed Form 3, 4, or 5 (such as an incorrect number of securities or wrong transaction code), the filer must submit an amended version of the form with the correct information.
Amended filings must clearly note the correction and reference the original filing. ACN can assist with amendment filings when needed, though the filer is responsible for identifying what needs to be corrected.
What Happens If You Miss a Deadline?
Missing a Form 4 deadline, in particular, can result in public disclosure of the failure in the company’s annual proxy statement and increased scrutiny from regulators. Section 16 reporting is time-sensitive — and noncompliance is easily visible to investors and regulators alike.
How ACN Can Help
ACN makes it easy to file Forms 3, 4, and 5 on time and without hassle. Whether you're filing as an individual insider or on behalf of a client, we handle the filing logistics so you can focus on more important things.
Here’s what you get:
Simple templates for Forms 3, 4, and 5
Modeled after the official SEC versions, easy to complete.Fast turnaround
Most filings completed and submitted within 24 hours.Proof for review before submission
You receive an HTML copy of the report to approve before it’s filed with the SEC.Accurate EDGAR submission
You’ll need a CIK number and EDGAR credentials, but we handle the formatting and submission — no EDGAR login required on your part.Support for initial, ongoing, and annual filings
We assist with all Section 16 filing types, including occasional amendments.
Built for Law Firms, Compliance Teams, and Individual Filers
Whether you're filing for yourself or managing filings for others, ACN is a reliable partner. We work directly with individual insiders and compliance or legal firms that need a responsive, experienced team to help handle Section 16 obligations.
Ready to File?
ACN’s insider filing service is fast, simple, and cost-effective. We’ll help you meet your SEC reporting obligations without added stress.
Disclaimer:
The information provided in this blog post is for general informational purposes only and does not constitute legal, compliance, or financial advice. ACN Solutions LLC is not a law firm, compliance advisor, or affiliated with the Securities and Exchange Commission (SEC). While we strive to provide accurate and timely guidance based on publicly available SEC resources, we do not speak on behalf of the SEC and are not authorized to interpret its rules or policies. Readers should consult their legal counsel or compliance professionals for specific guidance related to their regulatory obligations.