Insider filings

A change in an executive’s shareholding can come from a purchase, a sale, an award, an option exercise, or shares used to pay taxes. Insider filings tell you which event occurred, what securities it involved, and how ownership was reported.

This guide explains the forms and how to read them before covering Chadwin’s data and API. For a shorter introduction with a real award-and-tax-withholding example, read Understanding SEC insider filings.

Who reports insider ownership

Forms 3, 4 and 5 report beneficial ownership under Section 16. Reporting owners generally include company directors, certain officers, and beneficial owners of more than 10% of a covered class of equity securities. A reporting owner can be a person or an entity. These routine disclosures do not, by themselves, suggest illegal trading.

The issuer is the company whose securities appear in the filing. The reporting owner is the person or entity making the ownership disclosure. A filing can identify several reporting owners, so the issuer’s name and a list of owners do not establish who carried out every transaction.

Beneficial ownership can include an economic interest in securities held through another person or entity. For reported holdings and transactions, read the direct or indirect ownership designation and its explanation. The test for becoming a 10% reporting owner uses voting or investment control and is distinct from the economic-interest test used to report particular holdings.

What each form reports

Forms 3, 4 and 5 describe ownership and changes in ownership. Form 144 belongs to a separate reporting regime under Rule 144 and gives notice of a proposed sale. Keep their purposes distinct when reading filings or building a transaction history.

A Form 3 establishes initial holdings; it does not show that those securities were just bought. It may also state that the owner holds no reportable securities. Form 5 is not an annual portfolio statement from every insider: it is needed only when particular reporting obligations remain.

The SEC’s instructions for Form 3, Form 4 and Form 5 explain the filing requirements and exceptions.

Reading Forms 3, 4 and 5

Securities and holdings

The forms separate securities into two tables. Table I covers non-derivative securities, such as common shares. Table II covers derivatives, such as options, warrants and convertible securities, whose terms relate to an underlying security.

An option can give its holder the right to buy shares at an exercise price. The number of options, the number of underlying shares, and shares already owned describe different positions. Check the security title, exercise or conversion terms, and expiration date before combining quantities.

A holding row describes a position. A transaction row describes an event. A Form 3 can contain useful holdings without any transaction rows; a reported holding does not establish a recent purchase.

Reading a transaction row

Read the fields together rather than treating a change in quantity as a buy or sell:

1. Security: which class of shares, units, options or other securities changed
2. Transaction date: when the event happened, which can differ from the filing date
3. Transaction code: what kind of event occurred
4. Acquired or disposed: whether the reported quantity entered or left that position
5. Quantity and price: the reported terms, including any footnotes explaining a price range or missing amount
6. Ownership after the transaction: the reported remaining position, and whether it is held directly or indirectly

The acquired/disposed flags A and D are separate from the transaction codes with those letters. An acquisition flag means securities were added; the transaction code explains whether they came from a purchase, award, exercise or another event.

An option exercise and a sale of the resulting shares can appear as related rows in one filing. A derivative being exercised and common shares being received are also different parts of the same event. Preserve those distinctions instead of counting every acquired row as a purchase.

Direct and indirect ownership

Direct ownership includes securities held in the reporting person’s own name or in a broker account for them. Indirect ownership can involve a trust, spouse, partnership, corporation or another arrangement. Read the stated nature of ownership and footnotes to understand the interest being disclosed.

Do not add every reported balance to calculate someone’s total holdings. The same position can recur after several transactions, and direct and indirect interests can have different scopes. Joint filers can also report overlapping interests in the same securities.

Transaction codes

For purchases and sales, start with P and S. Both cover private transactions as well as market trades. Awards, exercises, tax withholding and gifts have different codes and should remain distinct in an activity summary.

The SEC’s ownership transaction codes provide the full classifications:

V indicates voluntary early reporting and should be read with the underlying transaction code. A code such as J depends on the accompanying explanation. The code alone cannot supply the missing terms or the reason for a transaction.

Reading Form 144

Form 144 gives notice of an intended sale under Rule 144. Restricted securities generally originate in an unregistered transaction. Control securities are held by an affiliate, a person or entity controlling, controlled by, or under common control with the issuer. The two categories can overlap.

For affiliates relying on Rule 144, the notice is generally required when proposed sales during a three-month period exceed 5,000 shares or units, or $50,000 in aggregate sale price. It is not a notice required for every sale by every shareholder. The SEC’s Form 144 explanation describes the threshold.

Read these three parts separately:

• Proposed sales: the securities and quantities to be sold, broker details, aggregate market value and approximate sale date
• Acquisition history: how and when securities were acquired, from whom, and the reported payment information
• Sales during the previous three months: reported prior sales, with their dates, quantities and proceeds

Prior sales are not the newly proposed sale. The market value on the notice is not confirmed proceeds. A Form 144 does not prove that the proposed sale happened, that the full amount was sold, or that Rule 144’s conditions were met.

A later Form 4 may report a sale when the person also has Section 16 reporting obligations. Check the owner, security, transaction dates and quantities rather than automatically treating the filings as the same transaction. One proposed sale does not guarantee one matching Form 4 row.

Dates, footnotes and amendments

Filing dates and event dates

The filing date describes when the disclosure was filed, while a transaction date describes the event. A newly filed Form 5 can report an older transaction; an amendment can correct an earlier disclosure. A Form 144’s approximate sale date describes the proposed timing. These dates answer different questions and should not be substituted for each other.

Footnotes, prices and trading plans

Footnotes can qualify nearly any field. They can explain a weighted-average price across several trades, a vesting schedule, tax withholding, an ownership relationship, or a correction. A price may describe an option exercise price rather than the market price of the underlying shares.

A Form 4 can identify transactions under a prearranged Rule 10b5-1 trading plan. That gives context about the arrangement; the filing date does not establish when the person decided to trade, and a checked box alone does not establish that all conditions of the rule were satisfied.

Amendments

The suffix /A, as in 4/A or 144/A, identifies an amendment. Read it with the original filing, remarks and footnotes. It may correct a field or particular rows without repeating the whole disclosure. Do not add every amended row to the original as if it were another transaction.

Chadwin keeps each accession as filed and does not automatically merge amendments into a corrected ownership history. Form 144 also has a special case: an electronic amendment to an older paper notice may appear as 144, so that form label alone does not always establish that the notice is original.

How Chadwin represents the data

Chadwin preserves the distinction between filings, transaction rows, holdings and proposed-sale notices. Important details include:

• Reporting owners are filing-level context. A joint filing can name several owners without assigning each row to one owner. Chadwin returns the disclosed owners without inventing a row-level assignment
• Numbers preserve source precision. Quantities, prices and other financial amounts are returned as decimal strings; missing optional values remain null where the schema allows them
• Balances and values stay as reported. Chadwin does not reconstruct missing holdings from earlier rows or calculate an unreported transaction total by multiplying quantity and price
• Footnotes stay connected to their fields. Use the row’s footnote references and text to interpret the values they qualify
• Form 144 lists remain separate. Proposed-sale, acquisition and prior-sale rows retain their own order and source row indexes. Chadwin does not infer links between those lists or sum overlapping broker rows into a filing total

Using the API

Choose a route based on whether you need transactions across filings or the complete disclosed contents of one filing:

History filters and pagination

Both history routes accept an inclusive from/until window based on filing date. Filtering for filings published this week can therefore return transactions that happened earlier.

Use comma-separated tickers or ciks to select one company or a watchlist; do not send both. Each result identifies the issuer. With neither filter, the history query covers the current listed-company universe. An explicit CIK can select eligible filings for a historical or unlisted company. Unknown or ambiguous tickers fail the request.

For transaction history, transaction_codes selects events such as P,S. Omitting it includes all supported codes, including awards, exercises and withholding. Form 3 holdings and Form 144 proposals do not become executed transactions in this route.

Continue with next_cursor while preserving the filters and page size. A changed ticker-to-CIK mapping or an incompatible cursor returns invalid_cursor; restart the search rather than reusing that cursor with new filters.

Following new filings

The insider activity feed includes initial ownership statements, reported transactions and Form 144 notices. The insider transaction feed contains transaction rows from Forms 4 and 5. Choose the former for all these filing types or the latter for a transaction-only workflow. The polling feeds guide explains saved cursors and processing updates.

Use the API reference for full request parameters, response fields and error codes, and the Node.js SDK guide for client usage.