What is Form 4?

Form 4 is the “Statement of Changes in Beneficial Ownership” filed under Section 16(a) of the Securities Exchange Act of 1934. It must be filed before the end of the second business day following the day the transaction was executed (General Instruction 1(a)), and it is public on SEC EDGAR.

Each transaction is one line, in Table I for non-derivative securities such as common stock or Table II for derivative securities such as options. Every line carries a one-letter transaction code from General Instruction 8, and the code — not whether the share count went up or down — says what happened.

General codes: P = open market or private purchase; S = open market or private sale; V = transaction voluntarily reported earlier than required.

Rule 16b-3 codes (company plans): A = grant, award or other acquisition under Rule 16b-3(d); D = disposition to the issuer of issuer equity securities under Rule 16b-3(e); F = payment of an exercise price or tax liability by delivering or withholding securities; I = discretionary transaction under Rule 16b-3(f); M = exercise or conversion of a derivative security exempted under Rule 16b-3.

Derivative codes: C = conversion of derivative security; E = expiration of short 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 in-the-money or at-the-money derivative security.

Other codes: G = bona fide gift; 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, which the filer must describe; K = equity swap or similar instrument, used alongside another code (for example “S/K”); U = disposition by tender of shares in a change-of-control transaction.

Forms 4 filed from April 1, 2023 also carry a checkbox for a transaction made under a plan intended to satisfy Rule 10b5-1(c) — see Rule 10b5-1 plan.