Form 3 – Initial Statement of Beneficial Ownership of Securities

If you are taking a substantial position in a public company due to an investment or employment then you may need to file Form 3, an Initial Statement of Beneficial Ownership of Securities with the Securities and Exchange Commission.

All Initial Statements of Beneficial Ownership of equity securities is required to file Form 3 dictated clearly by the guideline of section 16(a) of the Securities Act of 1933. This is normally when a CEO, Officer or Director is first issued equity in the company or when a beneficial stake is taken in a company, normally over 10% of the outstanding stock of the corporation.

Section 17 CFR 240.16a-3 – “Reporting transactions and holdings.” prescribes the black-letter law on the Form 3 in conjunction with the Securities Act of 1933 (which outlines and regulates laws for the distribution of new securities) and the Securities Exchange Act of 1934 (which regulated the trading of securities, brokers, and exchanges).  Both “Acts” have been amended over the years and currently filing Form 3 must be done online via Edgar, the SEC filing system.

Filing forms on Edgar for our clients allows them the assurance that SEC Forms are filed with the SEC in a timely manner per SEC standards and guidelines.  We can develop or convert your current Form 3 to the exact electronic online format required by the Edgar system.  Form 3 needs to be filed with the SEC no later than 10 days after the transfer of stock and in some special situations earlier.  If you need to file Form 3 for the Initial Statements of Beneficial Ownership of holdings in a public company with the Securities and Exchange Commission, contact us.

After a Form 3 is filed with the SEC for beneficial ownership, future filings of a similar status are filed under Form 4 (standard disclosure) or Form 5 (annual disclosure).

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