Form 5 collects the annual statement of changes in beneficial ownership of equity securities for (1) any director or officer of an issuer with a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 ('34 Act); (2) any beneficial owner of greater than 10 percent of a class of equity securities registered under Section 12 of the '34 Act, as determined by voting or investment control over the securities pursuant to Rule 16a-1(a)1; and (3) any trust, trustee, beneficiary, or settler required pursuant to Rule 16a-8 of the reportable companies listed in the respondent panel.
Purpose: This information is used for the primary purpose of disclosing the transactions and holdings of directors, officers, and beneficial owners of registered companies. The information disclosed will be a matter of public record and available for inspection by the public. It can be used in investigations or litigation involving the federal securities laws or other civil, criminal, or regulatory statutes or provisions, as well as for referral to other governmental authorities and self-regulatory organizations.
Section 16 of the '34 Act applies to every person who is the beneficial owner of more than 10 percent of any class of equity security registered under Section 12 of the '34 Act and each officer and director (collectively, "reporting persons" or "insiders") of the issuer of the security. Upon becoming a reporting person, or upon the Section 12 registration of that class of securities, Section 16(a) requires a reporting person to file an initial report disclosing the amount of his or her beneficial ownership of all equity securities of the issuer. To keep this information current, Section 16(a) also requires reporting persons to report changes in this ownership, or the purchase or sale of a security-based swap agreement involving these equity securities. Under Section 208.36 of Regulation H, state member banks are subject to the reporting requirements of the '34 Act and must file the same reports that the Securities and Exchange Commission, pursuant to the '34 Act, requires of bank holding companies and nonbank entities.
The panel consists of state member banks without bank holding companies that have 500 or more shareholders and more than $10 million in total assets or those having a class of securities listed on a national exchange. This is a mandatory report.
Form 5 must be filed on or before the forty-fifth day after the end of the issuer's fiscal year.
Individual respondent data are available to the public upon request from the Board and are also available electronically from the Board's public web site and issuers with corporate web sites. Data from Form 5 are not published.