Are you trying to decipher Form 4 transaction codes in SEC Form 4 filings? Understanding Form 4 Tables 1 and 2 is essential for investors monitoring Form 4 insider trading activities, compliance professionals ensuring Section 16 filing accuracy, and anyone tracking corporate insider behaviors. These SEC-mandated codes, appearing in Form 4 SEC filing documents, reveal critical information about insider stock transactions — from open market purchases to option exercises and equity awards. In this comprehensive guide, we’ll break down every Form 4 transaction code in plain language, helping you interpret insider trading patterns and make more informed investment decisions.

Form 4 Transaction Codes: Table 1, Column 3

Table 1, titled "Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned," provides details about straightforward securities transactions involving common stock, bonds, or preferred shares.

Common Form 4 transaction codes for Table 1 include:

• P: Acquisition of securities on an exchange or directly from the issuer.
• S: Disposal of securities on an exchange or directly to the issuer.
• V: Transaction executed under a Rule 10b5-1 trading plan.
• A: Grant, award, or other acquisition of securities from the company.
• D: Discretionary transactions, such as orders to buy or sell.
• F: Settling of exercise price or tax liability through securities received.
• I: Discretionary transaction under Rule 16b-3(f) involving beneficial ownership SEC changes.
• M: Exercise or conversion of derivative security under Rule 16b-3.
• C: Conversion of a derivative security (excluding options).
• E: Termination of a derivative position.
• H: Expiration or cancellation of a long derivative position with value received.
• O: Exercise of an out-of-the-money derivative security.
• X: Exercise of an option.
• G: Bona fide gifts.
• L: Small acquisition under Rule 16a-6.
• W: Acquisition or disposition by will or laws of descent and distribution.
• Z: Deposit into or withdrawal from a voting trust.
• J: Other acquisition or disposition (must describe nature).
• K: Equity swap or similar instrument transaction.
• U: Disposition due to a tender of shares in a change of control transaction.

Form 4 Transaction Codes: Table 2, Column 4

Table 2, titled "Derivative Securities Acquired, Disposed of, or Beneficially Owned," deals with more complex financial products like options, warrants, and rights.

Codes for Table 2 include:

• P: Purchase of securities.
• S: Sale of securities.
• V: Transaction under a Rule 10b5-1 plan.
• A: Grant, award, or other acquisition (such as an option).
• D: Discretionary transaction involving derivative securities.
• F: Payment of exercise price or tax liability using part of the securities received.
• I: Discretionary transaction under Rule 16b-3(f) involving beneficial ownership SEC changes.
• M: Exercise or conversion of derivative security under Rule 16b-3.
• C: Conversion of derivative security (other than options).
• E: Expiration of derivative position.
• H: Expiration or cancellation of long derivative position with value received.
• O: Exercise of an out-of-the-money derivative security.
• X: Exercise of an option.
• G: Bona fide gifts.
• L: Small acquisition under Rule 16a-6.
• W: Acquisition or disposition by will or laws of descent and distribution.
• Z: Deposit into or withdrawal from voting trust.
• J: Other acquisition or disposition (must describe nature).
• K: Equity swap or similar instrument transaction.
• U: Disposition due to a tender of shares in a change of control transaction.

Summary Table

While Form 4 contains the broadest range of transaction codes, it’s helpful to understand how these codes relate to Form 3 and Form 5 as well. The table below summarizes how each form fits into the insider reporting timeline and which codes typically apply:

Staying Compliant with Form 4 Reporting Rules

Understanding these Form 4 disclosure requirements is vital for timely filing Form 4 with the SEC. Failure to meet the Form 4 filing deadline can result in late Form 4 penalties, reputational damage, and potential legal consequences.

Best practices include:

• Filing via the EDGAR filing system to ensure accurate electronic SEC filings.
• Verifying insider transactions before submission.
• Reviewing all data for accuracy to maintain Form 4 compliance.
• Knowing how to file Form 4 with the SEC and who must file Form 4 under Section 16 Filing rules.

Getting Started with Your Form 4 Filing

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