ICBA - Publications - SEC Issues Rules on Filing and Posting Insider Trades

SEC Issues Rules on Filing and Posting Insider Trades

WWR Article - May 16, 2003

The SEC has issued final rules mandating the electronic filing and Web site posting of insider trading information as required by the Sarbanes-Oxley Act. Insiders (e.g., executive officers, directors and 10% shareholders of SEC-filing companies) file SEC Forms 3, 4, and 5 whenever they acquire or dispose of their company stock. The rules apply to insiders who file on or after June 30, 2003. Insiders will need EDGAR access codes to file directly onto the SEC Web site and can acquire the codes from the SEC by submitting a Form ID.

Companies with corporate Web sites must post the information on their Web sites by the end of the business day after the form is filed with the SEC. The forms may be posted directly to the Web site or the Web site may provide a link to the reports via a third-party service. As an alternative, Web sites may also link to the reports on the SEC's Web site.

The SEC hopes that these requirements will benefit investors and the financial community by providing information about insiders' transactions sooner and more broadly than was done before. In addition, the electronic format will facilitate research and data analysis.