Form 5 Year-End Pack
The annual catch-up, with the exempt-transaction interview that decides what actually belongs on it — and what was a Form 4 event months ago.
Enter every transaction, including ones you believe are exempt. The exemption decides the form, and several of them were Form 4 events with a two business day clock.
Instruction 4(a)(iii): a class in which any transaction is reported owes its total at fiscal year end.
Instruction 4(a)(i)(C) carries an unfiled Form 3's holdings onto this Form, coded “3”.
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 5: what actually belongs on it, and what was a Form 4 event months ago
The instinct behind most Form 5 preparation is that anything exempt from Section 16(b) can wait for the annual filing. That instinct is wrong, and it is wrong in the direction of a missed deadline. Rule 16a-3(f)(1)(i) requires the Form 5 to disclose transactions exempt from Section 16(b) with four exceptions, and the first of them is long: exercises and conversions of derivative securities exempt under Rule 16b-3 or Rule 16b-6(b), dispositions by bona fide gift exempt under Rule 16b-5, and any transaction exempt under Rule 16b-3(d), (e) or (f) are all required to be reported on Form 4 instead, within two business days.
That single sentence moves the most common items off the Form 5 entirely. An option or restricted stock grant approved under Rule 16b-3(d) is a Form 4 event. Shares withheld to cover a tax liability on vesting are a disposition to the issuer. A discretionary transfer inside a benefit plan is Rule 16b-3(f). An option exercise is Rule 16b-6(b). A gift made by the insider is a Form 4 disposition, while a gift received is not. Where any of those were never filed, they do not become Form 5 items: they become delinquent Form 4 filings carried onto the Form 5 under Instruction 4(a)(i)(C), coded with a “4” beside the transaction code and flagged late in the EDGAR document, which is precisely the disclosure Item 405 of Regulation S-K then requires the issuer to make under the caption “Delinquent Section 16(a) Reports”.
A second category never reaches any form. Transactions exempt from Section 16(a) itself are excluded from Form 5 by Rule 16a-3(f)(1)(i)(C): stock splits and stock dividends applying equally to a class, pro rata rights, dividend reinvestment under a broad-based plan, domestic relations orders, changes in the form of beneficial ownership, odd-lot dealer transactions. Each carries conditions, and a plan that discriminates in favour of employees, or a change of form that is really a deposit into a voting trust, falls outside its exemption.
This tool interviews each transaction against the exemption catalogue, routes it to Form 4, this Form 5, or nowhere, states the authority in its own words, marks every conclusion that is derived rather than quoted, computes the 45-day deadline with the Rule 0-3 roll shown, and drafts the EDGAR document. Where an exemption has not been identified it refuses to place the line at all, because the exemption decides both the form and the deadline.
Frequently asked questions
When is Form 5 due?
Within 45 days after the issuer's fiscal year end (Rule 16a-3(f)(1); Form 5 General Instruction 1(a)). If the 45th day falls on a Saturday, Sunday or holiday, Exchange Act Rule 0-3(a) permits filing on the first business day following. For a 31 December year end the 45th day is 14 February.
Does an option grant go on Form 5?
No. Rule 16a-3(f)(1)(i)(A) carves out any transaction exempt under Rule 16b-3(d), (e) or (f) and says in terms that these are required to be reported on Form 4. A grant approved under Rule 16b-3(d) was a Form 4 event due before the end of the second business day after it happened. Reporting it on the Form 5 does not cure the lateness; it records it.
What about a gift?
The direction decides the form. Rule 16a-3(g)(1) requires a Form 4 for dispositions by bona fide gift, so an outgoing gift is a Form 4 event. An acquisition by gift is exempt under Rule 16b-5(a) and is not carved out of Rule 16a-3(f)(1)(i)(A), so it belongs on Form 5 under code G. Note that Form 5 General Instruction 4(a)(i)(A) omits gifts from its list of carve-outs; the rule governs.
Which transactions are not reportable at all?
Ones exempt from Section 16(a) itself, which Rule 16a-3(f)(1)(i)(C) excludes from Form 5: stock splits and stock dividends applying equally to a class and pro rata rights (Rule 16a-9), dividend and interest reinvestment under a broad-based plan (Rule 16a-11), domestic relations orders (Rule 16a-12), a change in the form of beneficial ownership with no change in pecuniary interest (Rule 16a-13), odd-lot dealer transactions (Rule 16a-5), distributions within Rule 16a-7, and tax-conditioned plan transactions under Rule 16b-3(c) via Rule 16a-3(f)(1)(i)(B).
If everything was already reported, is a Form 5 still required?
No. Rule 16a-3(f)(2): no Form 5 is required where all transactions otherwise required to be reported on it have been reported before its due date. The issuer should obtain the written representation to that effect described in Item 405(b)(3) of Regulation S-K and keep it for two years, because without it Item 405(a)(2) treats the absent Form 5 as a known failure to file.
Does someone who left the company during the year still file?
Yes, unless Rule 16a-3(f)(2) is satisfied. The rule applies to every person who at any time during the fiscal year was subject to Section 16, and the extract to Rule 16a-3(f) says so expressly. The exit box on the face of the Form must be checked. Rule 16a-2(b) can also keep post-departure transactions inside Section 16 where they fall within six months of an opposite transaction made while in office.