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Form 3
Practical Law Glossary Item 2-382-3485 (Approx. 3 pages)
Glossary
Form 3
A form used to report initial beneficial ownership of a reporting company's equity securities. Anyone who is a Section 16 insider of a reporting company must file a Form 3 with the SEC under Section 16 of the Exchange Act after an event triggering the requirement occurs, which is generally one of the following types of events:
- When a company first lists on a securities exchange under Section 12(b) of the Exchange Act.
- When a company's first registration statement under Section 12(g) of the Exchange Act becomes effective.
- After the filer becomes a director, officer or 10% stockholder of the public company.
A Form 3 must be filed within ten calendar days after a person becomes a Section 16 insider. However, when a company registers under Section 12 of the Exchange Act for the first time, the directors and officers of the company at that time (and any person that is a greater than 10% stockholder at that time) must file their Form 3 reports by no later than the effective date of the Exchange Act registration statement.
For more information, see Practice Note, Section 16 Reporting: Why, How and When to Do It.