How do you read the tables on a Form 4?

What is on the front of the form?

Before the tables, the Form 4 names the reporting person and the issuer with its ticker, shows the date of the earliest transaction being reported, and has a relationship box: director, officer (with the title written in), 10 percent owner or other. A footer on the form warns that intentional misstatements or omissions of facts constitute federal criminal violations. A checkbox, added for reports filed from April 2023, indicates that a transaction was made under a Rule 10b5-1 contract, instruction or written plan.

What is Table I?

Table I is headed "Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned", which in practice means the company's shares. Its columns are:

The form's own reminder says to report on a separate line for each class of securities owned directly or indirectly. One filing can therefore carry several lines: a purchase on one date, a second purchase at another price on the same day, and so on.

What is Table II?

Table II is for derivative securities, which the form lists as puts, calls, warrants, options and convertible securities. Its columns include the title of the derivative, the conversion or exercise price, the transaction date and code, the number acquired (A) or disposed of (D), the date exercisable and expiration date, the title and amount of the underlying securities, the price of the derivative, the number owned after the transaction, and the same direct or indirect columns as Table I. An option award and a later exercise are reported on Table II lines.

What do D and I mean in the ownership column?

The letter D is used twice on the form, which is a common source of confusion. In the transaction columns, (A) and (D) mean acquired and disposed of. In the ownership column, D and I mean direct and indirect. Direct means the insider holds the shares in their own name. Indirect means they are held some other way, such as through a trust, a company or a family member's account, and the "nature of indirect beneficial ownership" column is meant to say how.

The reason indirect holdings appear at all is the definition in Rule 16a-1: for reporting purposes, a beneficial owner is any person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities. The rule lists situations that count and situations that do not, so the presence of a line marked I is not an accusation of anything. It is a disclosure of how the shares are held.

Where are the footnotes?

Below the tables is a box called "Explanation of Responses". Footnotes there can explain the nature of a line: that a sale was made under a plan, that shares were withheld to pay tax, or that shares are held by a trust. If a line looks odd, read the footnote before drawing any conclusion. OQRO's Form 4 guide walks through a real example.

How do you find the filing?

On EDGAR, search for the company or the person, filter for ownership forms, and open the Form 4. How to find a company's insider trades on EDGAR has the steps. The OQRO insider trades page puts each line in a sentence and links the filing.

What does a worked reading look like?

As an illustration, suppose Table I holds one line: common stock, code S, an amount of 10,000 shares marked (D) for disposed of, a price per share, and an amount owned following the transaction of 50,000 shares marked D for direct ownership. Read it in order. The insider sold 10,000 shares on the transaction date. After that sale the insider held 50,000 shares directly in their own name. If a second line, marked I with a note naming a family trust, showed 20,000 more shares, those are held indirectly and listed separately, and the footnote would say how.

Now suppose the box for Rule 10b5-1 is checked and a footnote refers to a plan adopted on an earlier date. Then the sale was reported as made under a plan the insider adopted before the trade, which is information about how it was scheduled and nothing more.

What this does not tell you

The tables report what was done, not why. A line with code S in Table I can be a plan-based sale, a sale to cover taxes, or an ordinary sale, and only the footnotes and the plan checkbox say which. The "amount owned following" column is the insider's own report of the total held and can include indirect holdings on other lines. The tables also do not show the insider's total wealth, other holdings or any plans for the future.