The Washington 5 form, officially titled "ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES," is a document used by certain insiders of publicly traded companies to report changes in ownership of company securities. It is a requirement for compliance with the U.S. Securities and Exchange Commission (SEC) regulations and is submitted through an electronic format online. This form is critical for maintaining transparency in the financial activities of company insiders, ensuring that any transactions or holdings that could impact market perceptions are openly reported. Click the button below to learn more about how to fill out and submit the Washington 5 form.
The Washington 5 Form, governed by the United States Securities and Exchange Commission (SEC) and rooted in Washington D.C., serves as a critical annual report detailing the changes in beneficial ownership of securities. Designed for certain insiders, such as directors, officers, or significant shareholders who are subject to Section 16 of the Securities Exchange Act of 1934, it carries an OMB Approval Number with an expiration date, emphasizing its regulated nature. The form necessitates the reporting of acquired, disposed of, or beneficially owned securities, both derivative and non-derivative, within a designated fiscal year, and delineates specific instructions for electronic filing submissions via the SEC's online platform. This declaration ensures transparent market activities by providing insights into the insiders' transactions, aiming to prevent fraudulent market practices. Importantly, the form cannot be physically mailed as a means of satisfying SEC filing obligations; it underscores the transition towards and importance of digital submissions in modern regulatory frameworks. Additionally, the form outlines strict reporting requirements, such as the inclusion of details like the reporting person's name and address, relationship to the issuer, and the precise nature of transactions executed, encapsulating both the individual and joint/group reporters. It distinctly underlines that potential respondents to this collection of information are not mandated to respond absent a valid OMB control number, subtly highlighting the balance between regulatory requirements and compliance burdens.
You may not send a completed printout of this form to the SEC to satisfy a filing obligation. submitting the information required by this form to the SEC in electronic format online at
You can only satisfy an SEC filing obligation by https://www.onlineforms.edgarfiling.sec.gov.
FORM 5
Check box if no longer subject to Section 16. Form 4 or Form 5 obli- gations may continue. SEE Instruc- tion 1(b).
Form 3 Holdings Reported Form 4 Transactions Reported
UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION
Washington,D.C.20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF
SECURITIES
OMB APPROVAL
OMB Number:
32350362
Expires:
January 31,2014
Estimated average burden
hours per response. . . . . . . 1.0
1.
Name and Address of Reporting Person*
2.
Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give
_____ Other (specify
(Last)
(First)
(Middle)
3.
Statement for Issuer's Fiscal
4. If Amendment, Date
title
below)
Year Ended
OriginalFiled
(Month//Day/Year)
(Month/Day/Year)
____________________________
6. Individual or Joint/Group Reporting
(Street)
(check applicable line)
_____ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I — NonDerivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security
2. Trans
2A.Deemed
Trans
4. Securities Acquired (A) or
5. Amount of
6. Owner
7.
Nature of
(Instr. 3)
action
Execu
Disposed of (D)
Securities Ben
ship
Indirect
Date
tion
Code
(Instr. 3, 4 and 5)
eficially Owned
Form: Di
Beneficial
(Month/
Date,
(Instr. 8)
at end of
rect (D)
Ownership
Day/
if any
Issuer’s Fiscal
or Indi
(Instr. 4)
Year)
(A) or
Year
rect (I)
(Instr. 3 and 4)
Amount
(D)
Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see instruction 4(b)(v).
(Over) SEC2270(1111)
FORM 5 (continued)
Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(E.G., puts, calls, warrants, options, convertible securities)
1. Title of Derivative
Conver-
3. Trans-
Security
sion or
Exer-
cise
Price of
Deriva-
tive Se-
curity
3A.Deemed
4. Transac-
5.
Number of Deriva-
6.
Date Exercis-
Title and Amount of Underly-
8. Price
9.
Number
10. Owner-
11. Nature of
Execetion
tive Securities Ac-
able and Expi-
ing Securities
of
of De-
Date, if
quired (A) or Dis-
ration Date
De-
rivative
Form
Benefi-
any
posed of (D)
(Month/Day/
riva-
Securi-
cial
(Instr. 3, 4, and 5)
tive
ties Ben-
Owner-
Secu-
eficially
rity
Owned
ties:
(Instr. 5)
at End of
Direct
Issuer's
(D) or
Expira-
Amount or
Fiscal
(I)
Number of
(Instr.
cisable
Title
Shares
4)
(A)
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
** Signature of Reporting Person
SEE 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, SEE Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Page 2
Completing the Washington 5 form is an important step for certain individuals who need to report annual changes in the beneficial ownership of securities. This form is tailored for those with a specific relationship to an issuer, such as directors, officers, or significant shareholders. The proper and timely completion of this document ensures compliance with regulatory obligations and helps maintain transparency in financial dealings. Follow these steps carefully to fill out the form correctly.
Upon completion, you'll have met an essential requirement for maintaining transparency and adherence to regulations regarding securities transactions and ownership. Remember, this process is not just about filling out a form, but ensuring that accurate and up-to-date information is readily available to investors, regulatory bodies, and the public, fostering trust and integrity in the financial markets.
FORM 5 is an annual statement of changes in beneficial ownership of securities, designated by the United States Securities and Exchange Commission (SEC). It is intended for reporting persons to disclose any acquisitions, dispositions, or beneficial ownership changes in non-derivative and derivative securities not reported on Form 4 during the issuer's fiscal year. Required filers include directors, officers, or owners of more than ten percent of a class of the issuer’s equity securities registered under Section 16 of the Securities Exchange Act of 1934.
The deadline for submitting FORM 5 is within 45 days after the end of the company's fiscal year. This timeline allows the reporting person to compile any transactions or changes in beneficial ownership that were not previously reported on Form 4 within the specified fiscal year.
FORM 5 is divided into several key sections, each designed to capture specific types of information:
FORM 5 must be filed electronically through the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The form explicitly states that a completed printout of the form cannot be sent directly to the SEC to satisfy a filing obligation. Instead, filers should submit their information online at https://www.onlineforms.edgarfiling.sec.gov . This method ensures a timely and secure submission directly to the regulatory authority.
Filling out the Washington 5 form, an essential document for disclosing changes in beneficial ownership of securities, requires meticulous attention to detail. A small mistake can lead to significant compliance issues. Here are six common mistakes people make when completing this form:
Not checking if the form displays a currently valid OMB control number. The form explicitly states that potential respondents are not obligated to respond unless it showcases a valid number. Overlooking this detail can result in filling out an outdated form.
Misunderstanding the electronic filing requirement. The form cannot be submitted as a printed document to the SEC. All information must be submitted electronically via the specified SEC online forms portal. Attempting to satisfy SEC filing obligations by mail is a common error.
Incorrectly indicating the relationship of the reporting person to the issuer. The form provides specific checkboxes for roles such as director, 10% owner, officer, among others. Vague or incorrect identification can cause processing delays or inaccuracies in recorded data.
Omitting to indicate whether the submission is by an individual or a group. This detail affects how the information is processed and interpreted by the SEC. Filing by more than one reporting person requires clear indication.
Failing to report each class of securities owned directly or indirectly on separate lines within Table I. This requirement ensures clarity and precision in reporting but is frequently overlooked, leading to confusion and potential underreporting of holdings.
In Table II, overlooking to detail derivative securities transactions clearly, including exercise price, transaction dates, and nature of indirect beneficial ownership. Derivative securities, like options and warrants, have specific reporting requirements that are often mishandled.
Avoiding these common mistakes not only ensures compliance with SEC filing requirements but also contributes to the transparency and integrity of financial disclosures. Always review the form's instructions thoroughly and consider seeking professional advice if any aspect of the reporting process is unclear.
When dealing with Washington's Form 5 or similar documents, it's often necessary to supplement the main filing with additional documents for compliance and thorough reporting. Understanding these associated forms and documents ensures that individuals and businesses meet all regulatory requirements efficiently.
Understanding the purpose and requirements of these documents helps ensure that filings are complete and accurate, reducing the risk of compliance issues. Whether an individual is reporting ownership for the first time or updating their information, these forms play a crucial role in maintaining transparency and adhering to federal securities laws.
The Washington 5 form is similar to several key documents required by the United States Securities and Exchange Commission (SEC) for reporting changes in ownership and transactions of securities by insiders of publicly traded companies. These include Form 3, Form 4, and specific sections of the SEC's Edgar Filing website, each having its unique aspects yet sharing a common goal with the Washington 5 form.
Form 3 - Initial Statement of Beneficial Ownership of Securities: This document is akin to the Washington 5 form in that it is both an introductory disclosure of securities owned by individuals who are officers, directors, or owners of more than ten percent of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934. Like the Washington 5 form, Form 3 requires detailed information about the reporting person and the securities they own, establishing a baseline of their holdings in the company. The primary difference lies in the timing of the filing; Form 3 must be filed shortly after the individual becomes affiliated with the company, whereas the Washington 5 form is an annual requirement.
Form 4 - Statement of Changes in Beneficial Ownership: Form 4 shares a direct purpose with the Washington 5 form, as they both report changes in the holdings of company insiders. The information required includes acquisitions, dispositions, ownership forms, and the nature of the transactions, closely mirroring the structure of the Washington 5 document. However, Form 4 is designed for more frequent reporting, necessitated by any change in ownership, and must be filed within two business days following the transaction date, offering a real-time view of insiders' trading activities compared to the annual reporting of Form 5.
SEC Edgar Filing System Online Forms: The similarity between the Washington 5 form and the SEC's Edgar Filing System is in the method of submission rather than the content. The information required by Washington 5, like that of Forms 3 and 4, must be submitted electronically through the Edgar system, ensuring a standardized, secure, and efficient process for submitting and accessing the documents. This system allows for the compilation, processing, and dissemination of the information provided in the Washington 5 form, facilitating compliance with SEC regulations and offering public accessibility to these filings.
Filling out the Washington 5 form correctly is essential for compliance with Securities and Exchange Commission (SEC) regulations. Here are things you should and shouldn't do when completing this form:
Understanding the Washington 5 form and its implications is crucial for those involved in securities and financial reporting. However, several misconceptions surround this document, leading to confusion and potential misreporting. Here are ten common misunderstandings and clarifications:
In summary, correct understanding and compliance with the Washington 5 form's requirements are essential for those responsible for reporting changes in beneficial ownership of securities. Dispelling these misconceptions is critical to ensure accurate and timely filing.
Understanding the Washington 5 form requires comprehension of its nuances and adhering to specific requirements set out by the SEC. Here are key takeaways for effectively filling out and utilizing this form:
In conclusion, the Washington 5 form stands as a critical instrument for reporting changes in beneficial ownership of securities, delineated by a framework that necessitates electronic filing, underscores the importance of valid administration, and enforces accountability through potential criminal consequences for misreporting. These elements collectively ensure that the SEC maintains a stringent, transparent, and efficient oversight mechanism over securities transactions.
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