Form 3 vs. Form 4 vs. Form 5: The Insider Filing Family
How the three Section 16 insider forms differ: Form 3 for a new insider's holdings, Form 4 for changes, Form 5 for the annual catch-up, and which one is useful for tracking trades.
Directors, officers and 10% owners file three related forms with the SEC. Only one of them is a regular source of trading signals, but knowing the others avoids confusion.
Form 3: the starting point
Form 3 is the initial statement of beneficial ownership. It is filed when someone becomes an insider, for example a newly appointed director, and lists everything they already own. It is due within 10 days of becoming an insider (or when a company first registers its shares).
Useful for: knowing a new insider's baseline holding.
Form 4: the one that matters
Form 4 reports changes in ownership. It is due before the end of the second business day after the transaction. It contains the transaction code, price, number of shares and the holding afterwards.
Useful for: tracking purchases and sales. See how to read a Form 4. Since 2023, bona fide gifts must also be reported on Form 4.
Form 5: the annual catch-up
Form 5 is an annual statement for transactions that were exempt from Form 4 or not reported earlier. It is due within 45 days after the company's fiscal year ends. Many insiders never need to file one because everything was already reported.
Useful for: little, as a trading signal.
Side by side
| Form | Purpose | When due | Trading signal? |
|---|---|---|---|
| 3 | Initial holdings of a new insider | Within 10 days of becoming an insider | No |
| 4 | Changes in ownership | 2 business days after the trade | Yes |
| 5 | Annual report of exempt or missed items | 45 days after fiscal year-end | Rarely |
Related filings
- Form 144 announces a proposed sale by affiliates.
- Schedule 13D/13G covers 5% owners.
- Form 13F covers fund portfolios.
Practical tip
When you search EDGAR for a company's insider activity, filter for Form 4 and ignore the rest at first. See the EDGAR guide.
See these filings as they land
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