A glossary of key filings that appear throughout the site. For more information, please see the SEC.gov website.
|Form Description (What)
|The Initial Statement of Beneficial Ownership of Securities is a document filed by a company insider or major shareholder with the Securities and Exchange Commission (SEC). The SEC lists the following who are required to file Form 3:
- Any director or officer of an issuer with a class of equity securities
- A beneficial owner of greater than 10% of a class of equity securities
- An officer, director, member of an advisory board, investment adviser, or affiliated person of an investment
- An adviser or beneficial owner of more than 10% of any class of outstanding securities
- A trust, trustee, beneficiary, or settlor required to report
|The Statement of Changes in Beneficial Ownership is a document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders. Insiders consist of directors and officers of the company, as well as any shareholders, owning 10% or more of the company's outstanding stock. The forms ask about the reporting person's relationship to the company and about purchases and sales of such equity shares.
|SEC Form 5: Annual Statement of Changes in Beneficial Ownership of Securities is a document that company insiders must file with the Securities and Exchange Commission (SEC) if they have conducted transactions in the company's securities during the year. Officers at a company, for example, must file any transactions regarding the company's equity shares or securities. SEC Form 5 is used for those who failed to report a change in ownership of a company's shares.
|May be used by companies during the frst two years they are subject to the 1934 ACT fling requirements. It is a combination registration statement and annual report with information content similar to that of 10-Ks. The Form 10 is generally used for spinoffs and for stock issued as part of reorganization under Chapter 11.
|An annual filing required by the SEC and provides an overview of a company’s business including risk factors and financial statements. Companies must submit the form within 60 to 90 days of the end of their fiscal year. If you’re looking at a business for the first time, a good place to start your analysis is with the 10-K as it contains information about the company, its products, operations, revenue and expense profile.
|A short-form financial and business update filed for the first three quarters of a company’s fiscal year. The 10-Q provides an update on how the business is performing over the previous quarter and is required to be filed within 40 days of the end of the quarter for most companies.
|The following exemptions permit a filer to file Schedule 13G in lieu of Schedule 13D:
Rule 13d-1(b) - Institutional Investors that acquire securities in the ordinary course of business and not with the intent nor with the effect of influencing control of the issuer.
Rule 13d-1(c) - Passive Investors that have not acquired the security with the intent nor effect of influencing control over the issuer, are not an "institutional investor," and are not directly or indirectly the beneficial owner of 20% or more of the security.
Rule 13d-1(d) - Exempt Investors under Section 13(d)(6)(A) or (B) of the Securities Exchange Act of 1934, or because the beneficial ownership was acquired before December 22, 1970, or because the person is otherwise not required to file a statement on Schedule 13D.
|Schedule 13D is a form that must be filed with the U.S. SEC when a person or group acquires more than 5% of a voting class of a company's equity shares. Schedule 13D must be filed within 10 days of the filer reaching a 5% stake. Schedule 13D is also known as a "beneficial ownership report."
|The Securities and Exchange Commission's (SEC) Form 13F is a quarterly report that is required to be filed by all institutional investment managers with at least $100 million in assets under management. It discloses their equity holdings and can provide insights into what the smart money is doing in the market. Hedge funds are required to file Form 13F within 45 days after the last day of the calendar quarter. Most funds wait until the end of this period in order to conceal their investment strategy from competitors and the public.
|Used to file a proxy statement with the SEC. May be used in lieu of Form N-14 when there are no material differences between the target fund and the acquiring one. Also used for any other item requiring shareholder approval including, for example, election of trustees, amendments to your trust’s declaration of trust, and certain fee changes.
|Used to file an information statement with the SEC. An information statement satisfies disclosure requirements in certain situations in which shareholder approval is not required and, consequently, a Schedule 14A proxy statement is not necessary. Most commonly used when an adviser changes a fund’s sub-adviser and relies on an SEC exemptive order to do so without obtaining shareholder approval.
|Used by open-end funds to file an annual notice of shares issued and sold by a fund. Also provides a calculation of the fees that a fund owes to the SEC in connection with the sale of such shares. Must be filed by a fund within 90 days of the end of its fiscal year.
|The document a public company must file with the Securities and Exchange Commission (SEC) to delist its securities under Rule 12d2-2 of the Securities Exchange Act of 1934.
The company must issue a press release and post notice on its website of its intention to delist no fewer than 10 days before delisting becomes effective under Rule 12d2-2. The delisting will become effective 10 days after Form 25 has been filed with the SEC and most reporting obligations are suspended on that date. However, the actual termination of registration under Section 12(b) of the Securities Exchange Act does not occur until 90 days after the delisting takes effect.
|Pricing supplement. Used to disclose items previously omitted from a prospectus fled pursuant to Rule 430A.
|Transaction specifc information for a delayed shelf offering. Used to disclose information omitted relative to Rule 430B. It also includes information not typically present under Rule 409; in conveying securities information such as the public offering price etc.
|Generally used as a fnal prospectus for a non-shelf offering. Used to disclose information other than those covered by sections (b)(1), (b)(2) or (b)(6)... or any other changes made to those sections.
|Filed when disclosing BOTH (b)(1) and (b)(3) information.
|Filed when disclosing BOTH (b)(2) and (b)(3) information.
|Used when dealing with Canadian securities flings.
|Used to disclose stockholder information on the selling side. (This information may have been omitted relative to Rule 430B.)
|Used to remedy flings that were not submitted on time. (Covering all of the above sections).
|Preliminary prospectus that must be fled at least 3 business days prior to frst sale of Asset-Backed Securities under Regulation AB.
|Prospectus supplement showing material changes from prospectus for offerings of AssetBacked Securities under Regulation AB.
|Discloses correspondence relating to a proposed merger or other business combination transaction. Often takes the form of a press release or similar announcement.
|Used by 1934 Act registrants wishing to register additional securities or classes thereof. For companies issuing securities as part of an anti-takeover strategy, poison pill provisions are usually found in this fling type.
|Used by successor issuers (usually companies that have changed their name or state of incorporation) as notifcation that previously registered securities are to be traded under a new corporate identifcation.
|A report of an unscheduled event at a company that would be of interest to shareholders. These filings are sometimes, but not always, accompanied by a press release from the company. An 8-K is typically filed when something material happens at a company in between quarterly earnings reports.
|Filing with the Securities and Exchange Commission (SEC) required for companies that are selling securities in reliance on a Regulation D exemption or Section 4(6) exemption provisions. Form D is a brief notice of a company’s executive offcers and stock promoters, in lieu of the regular reports required when no exemption under Regulation D exists. Form D must be filed no later than 15 days after the first sale of securities, and must be filed annually if the offering reported on the original Form D is continuing on the anniversary date of the previous filing.
|The proxy statement is where you’ll find information on matters that require shareholder approval, such as voting on nominees to the board of directors and other corporate actions. You’ll also find information about how management is compensated and what metrics they’re evaluated on. The proxy statement is typically available around the same time as the 10-K and comes out before the annual shareholder meeting.
|Draft registration statement fled by qualifed “emerging growth companies” under the JOBS Act.
|The registration required for foreign companies that want to be listed on a U.S. stock exchange. Any amendments or changes that have to be made by the issuer are filed under SEC Form F-1/A. After the foreign issuer's securities are issued, the company is required to file Form 20-F annually.
|Registration of certain Canadian issues.
|Registration of securities by foreign private issuers meeting certain 1934 Act fling requirements.
|Registration of securities by foreign private issuers offered pursuant to certain types of transactions, subject to the 1934 Act fling requirements for the preceding year.
|Registration of securities issued in business combinations involving foreign private registrants.
|Registration of depository shares evidenced by the American depository receipts (ADRS).
|Registration of certain Canadian issues offered for cash upon the exercise of right granted to existing security holders.
|Registration of certain Canadian issues to be issued in exchange offers or a business combination.
|Registration of certain investment-grade debt or investment grade preferred securities of certain Canadian issues.
|A fling with the Securities and Exchange Commission (SEC) required for the registration of certain securities. Securities issued in reliance upon Regulation A provisions must provide investors with an offering statement meeting the requirements of Form 1-A.
|Used to file an open-end fund’s registration statement. The registration statement includes the fund’s prospectus and statement of additional information (SAI). Must be filed with the SEC before a fund may commence operations and sell shares. Once operational, a fund must file an annual update to its registration statement no later than 120 days after the fiscal year end of the fund.
|Used to file a closed-end fund’s registration statement. Must be filed with the SEC before a closed-end fund may commence operations and sell shares. However, unlike Form N-1A, there is no general requirement that a closed-end fund update its registration statement on an annual basis.
|Used by funds to report certain census-type information to the SEC. Replaced the Form N-SAR which was filed semi-annually. Must be filed annually within 75 days of the fund’s fiscal year end.
|Used by a money market fund if a “Material Event” occurs. Material Events include, but are not limited to, provision of financial support to the fund, imposition of liquidity fees, or suspension of fund redemptions. Must be filed within one business day of the occurrence of a Material Event.
|Used to file a fund’s annual and semi-annual shareholder reports with the SEC. Replaced the form N-Q. Must be filed no later than 70 days after the close of the reporting period of the shareholder report.
|Used to file a notice with the SEC if the fund’s liquidity is threatened by the occurrence of a “liquidity event,” such as a fund’s illiquid investments exceeding a 15% ceiling. Must be filed within one business day of the occurrence of these enumerated liquidity events.
|Used to report information about a fund’s monthly portfolio holdings and certain risk metrics to the SEC. Must be filed no later than 60 days after the end of each fiscal quarter.
|Used to disclose how a fund voted proxies for each of its holdings during the previous 12-month period ending June 30. Must be filed annually by August 31.
|SEC Form PX14A6G is a notice of exempt solicitation filed with the Securities and Exchange Commission that notifies shareholders it is exempt from conventional solicitation rules, notably in proxy fights. An investor looking to oppose a shareholder proposal in the proxy statement files SEC Form PX14A6G. SEC Form PX14A6G acts as a cover page for a copy of a letter sent to shareholders outlining reasons why the sending party wants them to vote a particular way.
|Registration of up to an additional 20% of securities that were previously registered. Applicable to the following forms: S-1MEF, S-2MEF, S-3MEF, F-1MEF, F-2MEF, F-3MEF, S-11 MEF, SB-1MEF and SB-2MEF.
|Companies reporting under the 1934 Act for less than one year. Permits no incorporation by reference and requires complete disclosure in the prospectus. The S-1 is used most often for Initial Public Offerings (IPOs).
|Filed by real estate companies, primarily limited partnerships and investment trusts.
|Companies reporting under the 1934 Act for one year or more but without meeting the minimum voting stock requirement. Reference to 1934 Act reports permits incorporation and presentation of fnancial information in the prospectus in an annual report to stockholders delivered with the prospectus.
|Companies reporting under the 1934 Act for one year or more and having at least $150 million of voting stock held by non-affliates, or as an alternative test, $100 million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference to 1934 Act reports.
|ASR stands for Automatic Shelf Registration, in which an unspecifed amount of securities are registered then put on the “shelf” for later issuance. The registration becomes effective immediately and automatically, without review by the SEC.
|Registration used in certain business combinations or reorganizations.
|Filed by unit investment trusts registered under the Investment Act of 1940 on Form N-8B-2.
|Registration used to register securities to be offered to employees under stock option and various other employee beneft plans.
|Registration for small business offerings less than $10 million. Less information is required than in an S-1 registration.
|Registration for small businesses with revenues and public market foat of less than $25 million. Less information is required than in an S-1 registration.
|Form SD is an Exchange Act form used to satisfy special disclosure requirements implemented under the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to conflict minerals contained in products that reporting companies manufacture or contract to be manufactured and necessary to the functionality or production of those products.
|Registration of Asset-Backed Securities for which no other form is available under Regulation AB.
|Registration of Asset-Backed Securities distributed in a shelf offering that meet the registration and transaction requirements of Regulation AB.