Yahoo! Finance Insider Trades Questions and Comments / FAQ
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Contents
Yahoo! Insider Trades tracks trading activity and planned sales of insiders
for publicly traded U.S. companies and
planned sales of insiders and shareholders for restricted
stock. Provided
by CDA/Investnet,
they are
updated on a daily basis, and include one year's worth
of history.
Trades are not adjusted for stock splits.
Data from the following
Securities & Exchange Commission (SEC) forms are available:- Form 3: Initial Statement of Ownership
- Form 4: Statement of Changes in Beneficial Ownership
- Form 5: Annual Statement of Changes in Beneficial Ownership
- Form 144: Intention to Sell Restricted Securities
An
insider is an officer, director, person with a policy-making
role, or
beneficial owner (holder of 10% or more) of a company's
stock. Insiders are both individuals and corporations,
and
are required to report their:- Direct Holdings
- holdings that are held in the name of the insider; and
- Indirect
Holdings
- holdings that are controlled by the insider,
yet are held by another entity such as a family member,
a trust, a company
plan, or even a corporation to which the insider is
affiliated. In many
cases, the same block of indirect stock may be claimed
by several insiders,
such as a group of trustees over the same trust, or
several partners in the
same partnership. Some insiders hold all of their stock indirectly.
This
form is filed only once by an insider, for each company
that the
insider is affiliated with. It is usually filed within
ten (10) days of the
company going public, and/or within 10 days of an insider
being appointed
an executive officer or director, even if the insider
may not have acquired
security holdings at that time.Additionally,
the Form 3 is filed for anyone attaining a 10% or more
holding of the outstanding shares of a security under
the Securities Act of
1934. For example, a 5%-or-more owner, upon attaining
the 10% level of
ownership, would be required to file a Form 3 and then
a Form 4 to reflect
any changes in ownership.
The
Form 4 is required any time there is an open market
purchase, sale, or
an exercise of options. It must be filed by the 10th
of the month following
the transaction and contains the details of all non-exempt
transactions
which exceed $10,000 during that month. Exempt transactions,
such as gifts
of stock, may be filed on the Form 4 or on the annual Form 5.Information
included on this filing is the name of the insider,
title, type
of transaction, date of the transaction, amount of
stock acquired or
disposed, price, holdings after the transaction, and
the nature of
ownership.
On the Form 4 or Form 5 an insider indicates when he has retired
or
exited
from the company by checking the ``exit'' box on the
filing.
Once an insider retires/exits, he is required to report
his
transactions for only the next six (6) months.
This
form is required to be filed annually for those insiders
who have had
exempt transactions and had not reported them previously
on a Form 4. It
must be filed within 45 days after the close of the
issuer's fiscal year to
disclose transactions exempt from prior reporting,
as well as transactions
that should have been reported previously, but were
not. A Form 5 is not
necessary if there have not been any transactions to report.Insiders
may also note on Form 5 if they have retired or exited
from the company by simply checking the ``exit'' box
on the filing. Once an
insider retires/exits, he is required to report his
transactions for
only the next six (6) months.
Form
144 filings are indicated by ``Planned Sale''. Form
144s must be filed
as notice of the proposed sale of restricted securities.
Restricted securities
are those that are acquired directly or indirectly
from an issuer or an
affiliate in a transaction (or chain of transactions)
not involving a public
offering.Not
all Form 144 filers are insiders. Any entity owning
restricted stock must
file a Form 144 prior to selling the restricted stock.
Any insider who files
a Form 144, must file a Form 4 if and when the sale
is completed. To determine
if a given filer is an insider, you may click on the
insider name. If the
individual is listed as a shareholder, they are not an insider.
An
insider may file a Form 144 and not actually complete
the sale. If the sale was completed, the
insider should have filed a Form 4, indicating the
transaction was completed. Form 144s contain
additional information which may be beneficial. The
data includes the name of the brokerage firm,
insider's address, phone number, and the dollar amount
of transaction. The amount of stock an
insider may sell is ``restricted'' by a number of factors,
such as shares outstanding, trading volumes,
etc.
The
Form 144 must be filed prior to, or on the approximate
date, of sale.
Insiders are governed by SEC regulations when they
file a Form 144.
The following considerations should be kept in mind
when you are searching
Form 144s. These considerations apply to insiders only
- see the above
definition (not shareholders or restricted stock owners ):
- The
filing of Form 144 is not required in any case where
the amount of
stock to be sold during any three (3) month period
does not exceed 500
shares and the aggregate sale value does not exceed $10,000.
- If
the seller does not sell all the stock covered by the
form within 90
days after the filing, the filing process must be repeated
before the
commencement of further sales, except in cases where
the passage of time
has extended the seller's holding period.
| Code | Description |
|---|
| B | Acquisition of Shares Accrued Through a Plan | | C | Exercise of Warrants | | D | Stock Split or Dividend | | F | Disposition by Exercise of Options | | G | Gift | | I | Exchange | | J | Other | | K | Private Purchase / Sale | | L | Re-purchase | | M | Acquisition by Exercise of Options | | N | Participant-directed Transaction Pursuant to Rule 16B-3 |
| | Code | Description |
|---|
| P | Open Market Purchase | | Q | Transfer Pursuant to Domestic Situation | | R | Acquisition Pursuant to Reinvestment of Dividends or Interest | | S | Open Market Sale | | T | Transaction Under an Employee Benefit Plan | | U | Tender Shares in a Merger or Takeover | | V | Non-transaction, Transfer or Conversion | | W | By Will | | X | Exercise of Options | | Y | Reverse Stock Split | | Z | Deposit Into or Withdrawal From Voting Trust |
|
Insider trades and intention to sell are reported on a number of different security types:- ADR
(American Depository Receipt)-
A receipt that is
issued by a U.S. depository bank which represents shares
of a foreign
corporation held by the bank. Because ADRs are quoted
in U.S. dollars and
trade just like any other stock, they make it simple
for investors to
diversify their holdings internationally.
- ADS
(American Depository Shares)-
Securities of a
non-U.S. company traded on a U.S. stock exchange. Each
ADS typically
represents a specified number of ordinary (or common)
shares. An ADS may be
represented by an American Depository Receipt (ADR).
- Combined
(Combined Certificates)-
A rare form of
security, much like paired shares or paired certificates
where two
companies usually share one common security.
- Common
(Common Stock)-
Securities that represent an
ownership interest in a corporation. If the company
has also issued
preferred stock, both common and preferred have ownership rights.
- Ordinary
(Ordinary
Shares- from the London Stock
Exchange)-
The most common form of share. Holders receive dividends
which vary in amount in line with the profitability
of the company and
recommendation of directors. The holders are the owners of the company.
Errors in insider trades should be reported to: insiderwatch@cda.com.Any
redistribution of the information contained in Insider
Trades is
strictly prohibited. Licensing information and/or permission
for Insider
Trades can be obtained by contacting CDA/Investnet
directly.
If
you didn't find an answer to your question or comment
here, send mail
to: finance-admin@yahoo-inc.com.
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