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SEC Filing - Form Definitions
Form 10-Q is a truncated version of Form 10-K that is filed quarterly. The form provides a view of the company's ongoing financial condition throughout the year. The Form 10-Q must be filed for the first three quarters of the company's fiscal year. The deadline to file is within 40 days from the end of the quarter. Unlike Form 10-K, the financial statements in Form 10-Q are unaudited, and the information required is less detailed.
Form 10-K is an annual report that provides a comprehensive analysis of the company's financial condition. Though the Form 10-K contains information that overlaps with the company's annual report, the two documents are not the same. Companies must submit this lengthy annual filing within 60 to 90 days of the close of their fiscal year.
The Form 8-K is what a company uses to disclose major developments that occur between filings of the Form 10-K or Form 10-Q. Major company events that would necessitate the filing of a Form 8-K include bankruptcies or receiverships, material impairments, completion of acquisition or disposition of assets, or departures or appointments of executives.
Forms 3,4 and 5
Corporate insiders must file Forms 3, 4 and 5. The SEC defines a corporate insider as "a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934." These forms are meant to reveal more information about the securities that company insiders own.10
Form 3 is the initial filing and discloses ownership amounts.
Form 4 identifies changes in ownership.
Form 5 is an annual summary of Form 4 and includes any information that should have been reported.
Form 6-K is an SEC reporting form under which SEC-registered FPIs provide ongoing disclosure about. corporate news. Once an FPI has listed its securities in the United States, the FPI becomes subject to. reporting obligations under Section 13 of the US Securities Exchange Act of 1934 (Exchange Act)
The Schedule 13D is also known as the "beneficial ownership report" and is required when any owner acquires 5% or more of the voting shares in a company. The report must be filed within 10 days of reaching the 5% threshold. It provides the following information:
The acquirer's name, address and other background information
Type of relationship this owner has with the company
Whether the person has been convicted of a crime in the past five years
An explanation of why the transaction is taking place
The type and class of the security
The origin of funds used for purchases
Form 144 is required when corporate insiders want to dispose of company stock. The Form 144 is a notice of the intent to sell restricted stock, typically acquired by insiders or affiliates in a transaction not involving a public offering. The stock is restricted because it must meet certain conditions before becoming transferable. The transaction, or at least part of it, is made within 90 days of filing. Form 144 is required when the amount sold during any three-month period exceeds 5,000 shares or $50,000.