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A Comprehensive Guide to Transaction Codes for Form 4 Tables 1 and 2

Understanding the intricacies of Form 4, filed with the U.S. Securities and Exchange Commission (SEC), is crucial for investors, financial analysts, and legal professionals. This document, found on the website form345.com, provides key insights into the equity ownership and transactions of company insiders. Therein, Tables 1 and 2 delineate specific transaction codes that reveal the nature of each transaction. This article will guide you through these transaction codes, fostering a better understanding of the information contained within Form 4.

Decoding the Transactions: Form 4 Table 1, Column 3

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

The following transaction codes for the Form 4 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 in line with a Rule 10b5-1 trading plan.
  • A: Receiving securities from the company through a grant, award, or other form of acquisition.
  • D: Discretionary transactions, including ordering to buy or sell.
  • F: Settling of exercise price or tax liability through part of the securities received from the company.
  • I: Discretionary transaction under Rule 16b-3(f) leading to acquisition or disposition to the issuer of issuer equity securities.
  • M: Exercising or converting a derivative security exempted by 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 a return value.
  • O: Exercising of an out-of-the-money derivative security.
  • X: Exercise of an option (like a call option) by the security holder.
  • G: Receipt or giving of bona fide gifts.
  • L: Minor acquisition under Rule 16a-6.
  • W: Acquisition or disposition by will or through the laws of descent and distribution.
  • Z: Deposit into or withdrawal from a voting trust.
  • J: Other acquisition or disposition (description of nature required).
  • K: Involvement in an equity swap or an instrument with similar characteristics.
  • U: Disposition owing to a tender of shares in a change of control transaction.

Navigating the Transactions: Form 4 Table 2, Column 4

Table 2, titled "Derivative Securities Acquired, Disposed of, or Beneficially Owned," includes information regarding more complex financial products like options, warrants, or securities obtained through rights. 

The transaction codes associated with the Form 4 Table 2 are:

  • P: Purchase of securities on an exchange or from the issuer.
  • S: Sale of securities on an exchange or to the issuer.
  • V: Transaction pursuant to a Rule 10b5-1 trading plan.
  • A: Grant, award, or other acquisition of securities from the company (such as an option).
  • D: Discretionary transactions, including order to buy or sell.
  • F: Payment of exercise price or tax liability using portion of securities received from the company.
  • I: Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition to the issuer of issuer equity securities.
  • M: Exercise or conversion of derivative security exempted pursuant to 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 out-of-the-money derivative security  
  • X: Exercise of an option (such as a call option) by the security holder.
  • G: Bona fide gifts received or given.
  • 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 
  • J: Other acquisition or disposition (describe nature).
  • K: Transaction in equity swap or instrument with similar characteristics
  • U: Disposition pursuant to a tender of shares in a change of control transaction 

This comprehensive list of transaction codes for Form 4 Tables 1 and 2 should help users navigate the complex landscape of insider transactions with greater ease. Remember, understanding these codes is indispensable for accurately interpreting the data in these forms. It’s a first-step to better-informed investment decisions or insightful financial analysis. Happy decoding!

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