What a Form 4 is

Who files one

A Form 4 is the SEC filing a corporate insider makes when they buy or sell their own company's stock. Insiders are the company's officers, its directors, and anyone who owns more than ten percent of a class of its shares, the people Section 16 of the Securities Exchange Act covers. Funds and other entities file too when they cross the ten percent line, which is why a fund can appear on Paydirt beside a chief executive.

The role on a Paydirt profile is the one written on the filing itself: chief executive officer, director, ten percent owner. Paydirt does not infer roles.

The two-business-day deadline

A Form 4 is due within two business days of the trade. Paydirt counts SEC business days, which are weekdays minus United States federal holidays, rather than stock-exchange trading days: Good Friday is an exchange holiday but a federal business day, and the reverse holds for Columbus Day and Veterans Day. EDGAR accepts these filings until 10 PM Eastern with that day's filing date, so the date stamped on the filing is the date Paydirt shows.

What a row shows

A row on Paydirt is one filing, one side, one ticker. A single Form 4 often reports one purchase as many price lots; Paydirt groups the lots and says so, showing the total shares and the number of lots. The dollar value is shares times price as filed, and the line under it says exactly that. Both the execution date and the filing date are on every row, with the gap between them in days.

Filers make mistakes, and a filing sometimes carries a transaction total in the price-per-share field. Where a filed price is far from the market close on that day, Paydirt shows the shares but no dollar value, labeled price not plausible, rather than print arithmetic on a number it believes is wrong.

What the late marker means

A filing marked late was filed more than two business days after the trade date. The marker says how many days, and no more than that: deemed execution dates and trading plans set up in advance under Rule 10b5-1 can put a filing past the deadline legitimately, so a late marker is a fact about the dates, never a claim that a rule was broken.

Reading the original

Every row links to the filing itself on SEC EDGAR. The insider feed is at /feed?src=insider; the most-filed names are on the tickers index; how returns on these filings are measured is in the returns guide.