The Washington 5 form serves as an Annual Statement of Changes in Beneficial Ownership of Securities, mandating specific individuals associated with public companies to report any changes in ownership to the U.S. Securities and Exchange Commission (SEC). This document, crucial for ensuring transparency in securities transactions, requires electronic submission through the SEC's Edgar filing system, as printouts are not accepted for fulfilling filing obligations. For those obligated under Section 16, understanding and completing this form accurately is vital.
Ensure your compliance is up to date by clicking the button below to fill out the Washington 5 form.
The Washington 5 form stands as a critical component in maintaining transparency and compliance within the complex landscape of securities trading and ownership in the United States. Mandated by the Securities and Exchange Commission (SEC), this form is specifically designed for reporting annual changes in beneficial ownership of securities by insiders of publicly traded companies. It serves as a public declaration of non-derivative and derivative securities acquired, disposed of, or beneficially owned, thereby ensuring a level of scrutiny necessary to prevent illegal activities such as insider trading. Notably, the form is required only when a valid Office of Management and Budget (OMB) control number is displayed, emphasizing the regulatory framework within which it operates. The process for submission is strictly electronic, reinforcing the SEC's move towards efficient and accessible filing methods. Key elements such as transaction dates, nature of ownership, and the number of securities are meticulously outlined, demanding attention to detail from the reporting persons. The form further distinguishes between individual and joint/group filings, thereby accommodating various reporting scenarios. It's critical to recognize that any intentional misstatements or omissions can lead to severe federal criminal violations, highlighting the form's role in upholding legal and ethical standards in the financial world.
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
Ready to tackle the Washington 5 form? This form is crucial for those who need to report annual changes in beneficial ownership of securities to the SEC. Filling it out correctly ensures compliance and avoids potential issues. It's vital only to submit this form through the SEC’s electronic format online, as paper submissions won't fulfill your filing obligations. Here’s a step-by-step guide to make the process smoother for you.
Once you've submitted the form, it's advisable to keep a copy for your records, including all supporting documents. This will be helpful for future reference or in case the SEC has any follow-up questions. Congratulations on completing your Washington 5 form submission!
The Washington 5 form, officially known as the Annual Statement of Changes in Beneficial Ownership of Securities, serves a crucial purpose. It is used by individuals who are major shareholders, directors, or officers of a public company to report changes in the ownership of their company's stocks. This includes acquisitions, disposals, or beneficial ownerships not reported on Form 4 within the fiscal year. This reporting is essential for maintaining transparency in the market and allows investors to see how the holdings of company insiders change over time.
Individuals who are subject to Section 16 of the Securities Exchange Act of 1934, including directors, officers, and beneficial owners of more than 10% of a registered class of the issuer's equity securities, are required to file the Washington 5 form. These individuals must report any changes in beneficial ownership of securities that have not been reported previously on Form 4 during the issuer's fiscal year. It is important to note that the filing obligation under this form may continue even if an individual is no longer subject to Section 16, depending on their circumstances and holdings.
The form must be submitted electronically through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Individuals are required to satisfy their filing obligations by submitting the information required by this form to the SEC in electronic format online at the official EDGAR filing website. Physical copies or printouts of the form cannot be sent to the SEC to satisfy the filing obligation.
The Washington 5 form must be filed within 45 days after the issuer's fiscal year ends. This timing is crucial to ensure compliance and avoid potential penalties for late submissions. It is advisable for filers to be aware of their issuer’s fiscal year-end date and prepare their filings accordingly to meet this deadline.
If incorrect information is submitted on the Washington 5 form, it is the responsibility of the reporting person to amend the form and correct any inaccuracies. Intentional misstatements or omissions of facts can constitute federal criminal violations under 18 U.S.C. 1001 and 15 U.S.C. 78ff(a), leading to possible legal consequences. Therefore, it is of utmost importance for filers to ensure that the information provided on the form is accurate and complete. Filers are encouraged to thoroughly review their submissions before filing to avoid potential issues.
Filling out the Washington 5 form accurately is essential for meeting compliance obligations with the Securities and Exchange Commission (SEC). However, numerous common mistakes can occur during the process. Recognizing and avoiding these can streamline reporting and prevent compliance issues.
Avoiding these mistakes is paramount for ensuring that the filings meet the SEC’s requirements and for upholding the integrity of the information submitted. Individuals and entities subject to reporting obligations should thoroughly review their filings for accuracy and completeness before submission.
When dealing with the Washington 5 form, it's essential to be acquainted with other legal documents and forms that are often utilized in conjunction. These documents can help ensure comprehensive compliance and understanding of one's legal and financial obligations. The following list provides a brief overview of each form or document typically associated with or useful alongside the Washington 5 form.
Understanding the purpose and requirements of each of these documents enables individuals and companies to navigate legal and regulatory environments effectively. Proper management and reporting of securities ownership and changes thereto are critical for transparency, legal compliance, and maintaining investor confidence. Thus, familiarity with and proper use of these forms and documents, alongside the Washington 5 form, are integral aspects of securities law compliance.
The Washington 5 form, known officially as an "Annual Statement of Changes in Beneficial Ownership of Securities," shares similarities with various reporting documents within the United States Securities and Exchange Commission's (SEC) regulatory framework. Specifically, it closely resembles Forms 3 and 4, which are also pivotal in the landscape of securities transaction reporting. These forms serve as tools for maintaining transparency and integrity in the financial markets by requiring insiders to disclose their transactions and holdings.
Form 3 - Initial Statement of Beneficial Ownership of Securities
Form 3 and the Washington 5 form operate in concert, establishing a comprehensive framework for disclosure. Whereas Form 3 beckons insiders to initially declare their stakes in securities upon becoming an officer, director, or beneficial owner of more than 10% in a company, the Washington 5 encapsulates annual summaries of these interests' evolution. By mandating the initial reporting through Form 3, the SEC ensures a baseline is set, against which subsequent changes reported in annual or interim updates via Form 5 or 4 can be measured and scrutinized for compliance and ethical financial conduct.
Form 4 - Statement of Changes in Beneficial Ownership
Similar to the Washington 5, Form 4 plays a critical role within the SEC's arsenal for tracking the buying and selling activities of a company's insiders. Specifically, Form 4 must be filed following any change in an insider's ownership position, such as acquiring or disposing of stocks, thereby providing real-time transparency. In contrast, the Washington 5 form serves as an annual recapitulation of these transactions alongside any holdings not previously reported. Despite differing in their frequency and immediacy, both forms underscore the SEC’s commitment to ensuring that insiders' transactions are visible to the public, thus aiding in the prevention of illegal insider trading practices.
When filling out the Washington 5 form, there are specific dos and don'ts that individuals need to follow to ensure accurate and compliant submission. Understanding these guidelines can prevent errors and potential legal issues. Below is a breakdown of important practices to adopt and pitfalls to avoid.
Adhering to these practices helps filers avoid common mistakes and ensures the submission process is smooth and compliant with SEC regulations. Always refer to the latest guidelines and instructions provided with the form to accommodate any updates or changes in the filing process.
Understanding the Washington Form 5 involves navigating through a sea of misconceptions. Here's a detailed look at some common misunderstandings:
Dispelling these misconceptions is crucial for accurate and lawful filing of the Washington Form 5, ensuring that individuals and entities fulfill their reporting obligations to the SEC effectively and efficiently.
When dealing with the Washington 5 form, individuals involved in reporting changes in beneficial ownership of securities must pay attention to several essential aspects. Here are key takeaways to ensure accurate and compliant submissions:
Understanding these key points helps ensure that the process of reporting changes in beneficial ownership is done accurately and in compliance with regulatory requirements, protecting both the reporting individual and the integrity of financial disclosures.
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