Forms 3, 4, and 5, and the Short-Swing Trap

Inside Securities Law with Frederick M. Lehrer · Aug 28, 2026 · 2m

Section 16 of the Exchange Act applies to three groups of people at a public company: officers, directors, and anyone who beneficially owns more than ten percent of a registered class of equity securities. If you are in one of those groups, you have personal filing obligations, separate from anything the company files.

Three forms.

Form 3 is the initial statement of beneficial ownership. It is due within ten days of becoming an officer, director, or ten percent holder — or, where the company is registering securities, by the effective date.

Form 4 reports a change in beneficial ownership. Due…