Is that PR correct?
insidertrading.com
4/17/00 (transaction date)- COLLARDEAU, EVELYNE
1,162,920 shares- Private Form 4 Sale -
4/17/00 (transaction date)- COLLARDEAU, JEAN P.
1,162,920 shares- Private Form 4 Sale -
Or how exactly and what shares have been locked up?
Private Form 4 Sale- what's that?
insidertrading.com
Forms 3, 4, and 5
Once pegged as an "insider", the SEC becomes very interested in how the person may be benefiting from the unfair
advantage they presumable have when trading their own companies' shares. The concept of "disclosure" mandated in the
1934 Act was put into practice by Section 16(a) of the Act, which requires insiders to report their stock holdings and trading
activity on Forms 3, 4, and 5.
Insiders must make an initial statement of holdings via the SEC's Form 3 within 10 days after gaining their insider status.
Subsequent changes in ownership must be reported to the SEC on a Form 4 by the 10th day of the month following an
insider's trade. Any trade by an insider in the month of January, for instance, must be reported to the SEC by February 10.
To guard against any funny business just before becoming an insider, trades made up to six months prior to achieving the
status must also be reported on a Form 4 soon after filing the Form 3. Filing requirements linger on for another six months
after insiders lose their status as well. This helps stop abuses such as a director giving up his seat on a company's board
just in time to buy as much stock as possible before an imminent merger.
The SEC's nosiness doesn't stop there. Insiders must also file a Form 5 within 45 days after their companies' fiscal year
end. A Form 5 not only has to be filed by anybody considered an insider at fiscal-year end, but also by anyone who was
considered an insider for any part of the previous year. This is another way the SEC attempts to stop people from popping
back-and-forth between being an insider or not just to skirt filing requirements.
The Form 4
Of these three Forms the Form 4 is the most important source of useful insider data, and it deserves a bit more explanation.
While Forms 3 and 5 record a snapshot of an insider's holdings of his company's shares, the Form 4 is the dynamic
information that gives the best window into the feelings insiders have about their firms' shares.
A Form 4 lists the name of the insider, their relationship to the company, how many shares were traded, and at what price.
It also gives the date of the trade, total holdings of the insider after the transaction, and if the trade was open market, related
to the exercise of stock options, or for some other special reason.
Besides being quite detailed, a Form 4 is also timely. With the deadline for filing being the 10th of the month following the
transaction, an insider's trade should take 41 days tops to reach the SEC, and that's only if the insider trades during a
31-day month. Form 4s can, of course, be filed immediately, and some are. However, there is always a predictable bulge in
the number of filings around the 10th of the month as insiders rush to meet the deadline.
Insiders don't wait until the last minute to be sneaky. The deadline surge is more the result of procrastination. The fact is
that filling out a Form 4 is just annoying paperwork for insiders, most of whom are busy executives. Typically, the Form is
passed to an equally overloaded secretary or company lawyer to complete, and it is not likely their first priority either.
This may explain why some of the From 4s filed the SEC are filled out incorrectly. These mistakes seem to be made as
much by highly paid legal counsel as overworked secretaries, and explain why even the most expensive insider database
isn't perfect. Another subset of filings also reaches the SEC late. In any given week, Form 4s with trade dates that are
months or even a year old betray the largess of insiders or their charges. Again, this is more likely the result of a mistake
than intended deceit. Late filers generally don't get more than a slap on the wrist from the SEC if no harm seems to be
done. But worse can, and does, happen to late filers.
Fortunately, the vast majority of insiders are both diligent and accurate when filing their Form 4s, and they supply the
market with high-quality investment information every time they trade their own company's shares in the open market.
Not All Form 4s Are Created Equal
There is a reason "in the open market" is stressed in that last sentence. Using the Form 4 and other insider data as an
investment tool is more involved than blindly mimicking the trades of a chairman. Some signals and patterns are important,
while others are just time-wasting noise. And most important sources of noise in Form 4 data are the option-related,
non-open market, and private transactions. The open-market Form 4s (indicated by transaction codes B and S on
InsiderTrader) generally supply the most important investment information.
Option-related Form 4 buys (indicated by a B*) are less useful for indicating an insider's true sentiment regarding his
company's shares. This is just common sense, really. The incentive options given ever more frequently to employees allow
insiders to make a risk-free profit by buying shares directly from the company at a below-market price, and then selling
them in the open market at the going rate. With free money dangling over their heads, insiders don't necessarily have to feel
there stock is overvalued to give into temptation and grab it.
Even less indicative of an insider's sentiment towards his company's shares are the non-open market Form 4 transactions
(indicated by JB, JS, PB, and PS on the site). Although diligent research may now and then yield an interesting insight
from Form 4s with these transaction types, the information is usually not worth the effort. Especially compared to the much
more meaty bits of information that can be scoffed from the open-market transactions. Investigating these "other" trade
types more often uncovers that the insider got a more advantageous price for the shares, was making or receiving a "gift", or
some other factor that mitigated the insider's risk of losing money. |
