If you are reporting transactions on EDGAR Form 4 or 5, then you may have questions about the Transaction Code field. This field is required data in both Table I and Table II of these forms.
Wednesday, August 17. 2016
Using Section 16 Transaction Codes
When reporting transactions, you should use the SEC transaction code that best describes the transaction. If the transaction doesn’t fit the description of any of the SEC codes, then you can use a special transaction code and then describe the nature of the transaction in the Remarks area.
The SEC transaction codes are as follows:
| General Transaction Codes | ||
| P | Open market or private purchase of non-derivative or derivative security | |
| S | Open market or private sale of non-derivative or derivative security | |
| V | Transaction voluntarily reported earlier than required | |
| Rule 16b-3 Transaction Codes | ||
| A | Grant, award or other acquisition pursuant to Rule 16b-3(d) | |
| D | Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e) | |
| F | Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 | |
| I | Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities | |
| M | Exercise or conversion of derivative security exempted pursuant to Rule 16b-3 | |
| Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3) | ||
| C | Conversion of derivative security | |
| E | Expiration of short derivative position | |
| H | Expiration (or cancellation) of long derivative position with value received | |
| O | Exercise of out-of-the-money derivative security | |
| X | Exercise of in-the-money or at-the-money derivative security | |
| Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes) | ||
| G | Bona fide gift | |
| L | Small acquisition under Rule 16a-6 | |
| W | Acquisition or disposition by will or the laws of descent and distribution | |
| Z | Deposit into or withdrawal from voting trust | |
| Other Transaction Codes | ||
| J | Other acquisition or disposition | |
| K | Transaction in equity swap or instrument with similar characteristics | |
| U | Disposition pursuant to a tender of shares in a change of control transaction | |
Using Transaction Code “V”
When you voluntarily report a transaction earlier than required, you must use a combination of a transaction code and the transaction code “V”. Transaction code “V” should be placed in its own column for Table I and Table II, while the type of transaction being reported should have its code placed in the Transaction Code column.
Using Transaction Code “K”
Very few transactions involve an equity swap, which is a contract between the reporting owner and a third party. However, if you are reporting an equity swap, you will append the transaction code “K” onto the transaction code. So, for example, if you have a transaction involving an equity swap that falls into the “other” category, you would use the transaction code “J/K” and enter a description of the transaction into the Remarks area.
Reporting Delinquent Transactions
You may also use a Form 5 to report delinquent transactions. If a transaction is delinquent, you will append a “4” to the transaction code for Form 4 transactions or a “5” to the transaction code for Form 5 transactions. For example, a delinquent Form 4 reporting of grant, award or other acquisition pursuant to Rule 16b-3(d) would use the transaction code “A4”.
When using GoFiler, the Edit function can be used on any transaction row to open a dialog that will guide you through the process of choosing a transaction code.
You can download a free reference sheet that you can print out for the transaction codes by clicking the link below.
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