Section 16 Officer

The definition of officer under section 16 can be found in rule 16a 1 f.

Section 16 officer. Section 16 of the exchange act applies to an sec reporting company s directors and officers as well as shareholders who own more than 10 of a class of the company s equity securities registered under the exchange act. For the most part determining your section 16 officers is a fairly routine matter and the sec respects and rarely challenges these determinations due to their fact sensitive nature. Section 16 cases enforcement actions explore in detail cases and materials mentioned in each issue of section 16 updates.

Back issues of section 16 updates access the back issues of peter romeo and alan dye s section 16 updates in word searchable format from the inaugural issue in 1991 through last year. The sec similarly defines an officer in rule 16a 1 f and an executive officer in rule 3b 7 both under the securities exchange act of 1934 the. Under section 16 a of the exchange act each person deemed to be an officer in accordance with rule 16a 1 f is required to file with the sec various forms indicating their ownership of or.

The sec recently made such a challenge however and lost in a federal court case involving a company s conclusions regarding its own officers. Who is a section 16 officer. Certain officers are specifically deemed to be an officer under section 16 including the company s president principal financial officer principal accounting officer or if there is no principal accounting officer the controller and any vice president in charge of a principal business unit division or function such as sales administrative or finance.

The officer s purchase would be subject to section 16 and the officer would be required to file a form 3 within 10 days of the reincorporation and a form 4 reporting both the purchase and sale of the common shares following the sale of those shares. The rules under section 16 require these insiders to report most of their transactions involving the company s equity securities to the sec within two business days on forms 3 4 or 5. Section 16 is a rule within the securities exchange act of 1934 sea that articulates the regulatory filing responsibilities that directors officers and principal stockholders are legally.

Section 16 officers means any person who is an officer within the meaning of rule 16a 1 f promulgated under the exchange act or any successor rule and who is subject to the reporting requirements under section 16 of the exchange act with respect to company s common stock.