Terminology, Trading, Value Investing

Important SEC Filings for Fundamental Research

Just wanted to list down the few key SEC filings used for fundamental research into companies.

Insider Transactions and Holdings

  • Rule
    • Every director, officer or owner of more than 10% of a class of registered equity securities needs to file Forms 3, 4, and 5.
  • Form 3
    • Initial filing (e.g. IPO).
  • Form 4
    • Filing before the end of the second business day following a change in ownership of securities or derivative securities (including the exercise or grant of stock options) for individuals.
  • Form 5
    • Annual statement of beneficial ownership of securities.

Institutional Transactions and Holdings

  • Rule
    • A person or group which acquires more than 5% of any class of a company’s shares must disclose it within 10 days of the transaction using Schedule 13D or Schedule 13G.
    • The disclosure includes the aggregate amount beneficially owned, number of shares where beneficial owner has sole voting power, shared voting power, sole dispositive power, and shared dispositive power (i.e. power to sell).
  • Schedule 13D
    • Schedule 13D are for funds that intend to actively engage management.
  • Schedule 13G
    • Schedule 13G are for funds that are passive investors and does not intend to exert control.
    • The holdings must be less than 20% of any class of shares.
  • Schedule 13F (aka Form 13F-HR)
    • Quarterly disclosure by fund managers of their holdings (note that this does not include short positions)
    • Filed within 45 days of the end of the calendar quarter.
    • Form 13F-HR/A are amendments to the Form 13F-HR (i.e. 13F Holdings Report).

Company Results

  • 10-K: Annual results
  • 10-Q: Quarterly results
  • 8-K: Material event announcement

Proxy Statement

  • Schedule 14A (or DEF 14A)
    • Annual proxy statement containing executive stock ownership, stock options, overall compensation.

New Securities

  • Form S-1
    • Registration statement for new securities containing business and financial information. Also read the  separate prospectus.
    • Form S-1/A contain amendments to the original S-1.
  • Form S-2
    • Simplified registration form, discontinued since 2005.
  • Form S-3
    • Simplified securities registration form for companies that have been properly filing with the SEC for the past 12 months.
  • Form S-4
    • S-4 is filed for securities distributed through a merger, exchange offer, recapitalization, or restructuring.

Spin Offs

  • Form 10 (or Form 10-12b)
    • Contains information on a spinoff distribution

Tender Offer

  • Schedule TO-T (previously known as Schedule 14D-1)
    • Tender offer statement filed where the success of the tender would result in the ownership of more than 5% of the class of securities. Filed by an external party, not a share buyback.
  • Schedule TO-I (previously known as Schedule 13E-4)
    • Tender offer by the company for a share buyback.

Going Private (e.g. Management Buyout)

  • Schedule 13E-3
    • Filed when the company is de-listed or is no longer required to file reports with the SEC (e.g. too few shareholders).
    • Contains information on reasons for going private, material terms of transaction, fairness opinion on the transaction, etc.




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