FAQs
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
What does an SEC Form 4 mean? ›
What's a Form 4? In most cases, when an insider executes a transaction, he or she must file a Form 4. With this form filing, the public is made aware of the insider's various transactions in company securities, including the amount purchased or sold and the price per share.
What is the s4 financial statement? ›
What Is SEC Form S-4? SEC Form S-4: Registration Statement Under the Securities Act of 1933 must be submitted to the Securities and Exchange Commission (SEC) in the event of a merger or an acquisition between two companies. The form must also be submitted for exchange offers.
Is Form 4 good for stocks? ›
Form 4 filings can potentially provide investors with trading signals. Insiders have an information advantage over other investors and studies show a link between their trades and stock performance. A Form 4 filing that shows a significant purchase or sale can be a good starting point to further investigate a stock.
What is a Form S-4 beneficial ownership? ›
SEC Form 4: 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.
What does it mean when a Form 4 is filed? ›
A form used to report changes in beneficial ownership of a reporting company's equity securities.
How does a Form 4 work? ›
The ATF says a Form 4 is “Typically submitted for a transfer to an individual or legal entity such as a trust.” When you use the ATF Form 4, it is because you have purchased an NFA item from a dealer or individual, and are applying for the tax stamp and notifying the ATF of the purchase and transfer.
Why is it bad to have too much insider ownership? ›
But you can have too much insider ownership. When insiders gain corporate control, management may not feel responsible to shareholders and instead, to themselves. This frequently occurs at companies with multiple classes of stock, which means one class carries more voting power than another.
What are SEC filing requirements? ›
Publicly traded companies must file with the SEC regularly: Form 10-K annually within 60-90 days after the fiscal year ends, Form 10-Q quarterly within 40-45 days after the fiscal quarter ends, and Form 8-K as needed to report significant events.
How long does the SEC have to review an S4? ›
Review Period
Once the form is submitted for review, it is generally seen that comments are provided within 27 business days of filling. The SEC has the right to request for some additional information if the information submitted is not satisfactory.
Section 4 specifies line items to be presented in the statement of financial position and provides mandatory guidance on the sequencing of items and the level of aggregation. It specifies other information to be presented either in the statement of financial position or in the notes.
Who is required to file SEC Form 4? ›
The filing in question is called a Form 4, known as an insider trading report. Insiders must file a Form 4 when they buy or sell company shares.
What can you buy with a Form 4? ›
If you want to buy a suppressor, fully-automatic gun, machine gun, short barreled shotgun, short barreled rifle, any other weapon (AOW, a specific legal term), or a destructive device, then you'll need to fill out a form 4.
Is a Form 4 bullish? ›
Stock prices tend to spike when CEOs file a Form 4 indicating they purchased shares in the company.
What is the purpose of the SEC filing? ›
What Are SEC Filings? SEC Filings are regulatory documents that companies and issuers of securities must submit to the Securities and Exchange Commission (SEC) on a regular basis. The purpose is to provide transparency and information to investors, analysts, and regulators.
How long does it take for SEC to review S4? ›
Review Period
It is the responsibility of the SEC to review the registration statement as per the Form S-4 checklist and verify whether it complies with the rules and regulations of security laws. Once the form is submitted for review, it is generally seen that comments are provided within 27 business days of filling.
What is form s used for? ›
Form S-1 is the registration statement that the Securities and Exchange Commission (SEC) requires domestic issuers to file in order to publicly offer new securities. That is, issuers file S-1s for initial public offerings (IPOs) and follow-on offerings of new securities.
Who needs to file with SEC? ›
SEC filings are financial statements, periodic reports, and other formal documents that public companies, broker-dealers, and insiders are required to submit to the U.S. Securities and Exchange Commission (SEC).