Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney

Upon completion of a going public transaction, officers, directors and certain shareholders have new rules and regulations they must comply with. These include the filing of beneficial ownership reports on Forms 3, 4 & 5. Each officer, director and 10% shareholder of a company with a class of securities registered under the Securities Act of 1934 must file a Form 3 disclosing the number of shares of the public company’s common stock he or she beneficially holdss.

The SEC’s Electronic Data Gathering and Retrieval System

Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR must tag their financial data using

Section 16 Requirements In Going Public Transactions

Once a private company completes its going public transaction if it becomes a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 16 imposes certain filing requirements on its officers, directors and certain shareholders holding more than 10% of the issuer’s equity securities.  The purpose of the Section 16(a) reporting requirements is to provide investors and shareholders of securities sales by Company insiders. In going public tranactions, companies become subject to Section 16 if they file a registration statement on Form 10. Additionally, companies can become subject to Section 16 if

Section 16 Reporting l Securities Lawyer 101

Shareholders and management of private companies are often unaware of their reporting obligations upon completion of a going public transaction. Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10% of the company’s common stock or other class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act.  Section 16 reporting requirements apply to companies that have registered a class of securities under Section 12(b) or Section 12(g) regardless of whether they went public because they filed a registration statement with the SEC or engaged in a reverse merger. Issuers that voluntarily file