Form 3 Preparation Pack
Initial statement of beneficial ownership — obligation, due date, drafted tables, and a filing checklist, every rule read at eCFR and sec.gov.
Informational only — not audit, attest, legal, tax, or investment advice. We are the preparer, never the filer of record. Unfolding Values is not an audit firm.
Form 3: the initial statement, and the 2026 change most checklists have not caught
Form 3 is the smallest filing in the Section 16 regime and the one most often missed outright. Item 405 of Regulation S-K makes that visible: a registrant must identify, under the caption “Delinquent Section 16(a) Reports”, every reporting person who filed late, and the rule names the failure to file a Form 3 as a known failure the registrant is expected to disclose. The Form itself is short. What is not short is the set of questions that decide whether it is owed, by whom, and by when.
The largest of those questions changed in 2026. Until 18 March 2026, Exchange Act Rule 3a12-3(b) exempted securities registered by a foreign private issuer from the whole of Section 16, and every insider-reporting checklist written before that date says so. The Holding Foreign Insiders Accountable Act, enacted 18 December 2025, amended Section 16(a); the Commission amended Rule 3a12-3(b) and Forms 3, 4 and 5 to match, effective 18 March 2026. Directors and officers of a foreign private issuer now file Section 16 reports. Ten percent holders of a foreign private issuer do not. Sections 16(b) and 16(c) still do not reach a foreign private issuer at all. A separate exemptive order then released directors and officers of issuers incorporated in six named jurisdiction families and subject to a listed home-country reporting regime, on two conditions, both of which have to keep holding.
The rest of the Form rewards precision rather than speed. Officer status turns on policy-making function under Rule 16a-1(f), not on title. Ten percent status is measured by voting or investment control, while the holdings reported on the Form are measured by pecuniary interest, which is two different tests producing two different numbers on one page. Convertible preferred belongs on Table II and nowhere else. A right whose exercise price is not fixed is not a derivative security at all. And a reporting person who owns nothing still files, and says so.
This tool produces a preparation pack rather than an answer: the obligation determination with its authority, the due date with the Rule 0-3 roll shown, the holdings placed on the correct table with every missing field named, the open judgments routed out, the filing-mechanics checklist, and a draft EDGAR ownership document. Where a fact is missing it refuses and says which fact. A blank is never read as a zero, and an unanswered question is never read as a no.
Frequently asked questions
When is a Form 3 due?
Within 10 days after the event by which the person becomes a director, officer or ten percent holder (15 U.S.C. 78p(a)(2)(B); Form 3 General Instruction 2(a)). Where the issuer is registering a class under Section 12 for the first time, the Form is due no later than the effective date of the registration statement (Instruction 2(b)). If the tenth day falls on a Saturday, Sunday or holiday, Exchange Act Rule 0-3(a) permits filing on the first business day following.
Do directors and officers of a foreign private issuer have to file Form 3?
Yes, since 18 March 2026. The Holding Foreign Insiders Accountable Act (Pub. L. 119-60 sec. 8103) amended Section 16(a), and Rule 3a12-3(b) was amended to exempt a foreign private issuer's securities from Sections 14(a), 14(b), 14(c), 14(f), 16(b) and 16(c) only. Ten percent holders of a foreign private issuer remain outside Section 16(a). Directors and officers of an issuer incorporated in Canada, Chile, an EEA state, the Republic of Korea, Switzerland or the United Kingdom and subject to a listed qualifying regulation are exempt by order (Release 34-104931), on two conditions.
What if the reporting person owns no securities at all?
The Form is still filed. Form 3 General Instruction 1(c): a person who does not beneficially own any securities required to be reported is required to file the Form and state that no securities are beneficially owned. In the EDGAR ownership document this is the noSecuritiesOwned flag, not an empty table.
Where does convertible preferred stock go on Form 3?
Table II only. Instruction 5(c)(i): derivative securities that are both equity securities and convertible or exchangeable for other equity securities, and convertible preferred is the instruction's own example, are reported only on Table II and never also on Table I.
Does a second Form 3 have to be filed when an officer becomes a director?
No. Rule 16a-3(b)(2) says no additional Form 3 is needed when a person assumes a different or an additional relationship to the same issuer, and gives that exact example. Rule 16a-3(b)(1) does the same when an additional class of the issuer's equity securities becomes registered under Section 12.
Can a Form 3 be filed on paper?
Only under a hardship exemption. Form 3 Instruction 3(a) requires electronic filing via EDGAR in accordance with Regulation S-T, except where the filer has obtained an exemption under Rule 202 (17 CFR 232.202). The form's own cover line says a printout sent to the SEC does not satisfy a filing obligation.