Download SEC Filing Forms 3, 4, 5, 8-K, 10-Q, 12b-25, 13F, 13H, 144, S-1, SC13D, SC13G, D, ID, N-MFP and SD


SEC Filing Form 3

A Form 3 must be filed with the SEC no later than ten (10) days after an insider becomes affiliated with a public company.


SEC Filing Form 4

A Form 4 must be filed with the SEC within two (2) business days of any buy-and-sell orders as well as the exercise of company stock options, with relation to a public company’s insider.


SEC Filing Form 5

A Form 5 must be filed with the SEC to disclose any insider transactions that have not been previously reported on a Form 4.


SEC Filing Form 8-K

A Form 8-K must be filed with the SEC within four (4) business days for events specified in the items in Sections 1-6 and Section 9 of the form.


SEC Filing Form 10-Q

A Form 10-Q must be filed with the SEC quarterly, but no report needs to be filed for the fourth quarter of any fiscal year.
Large accelerated filers and accelerated filers must file a Form 10-Q with the SEC within forty (40) days after the end of the fiscal quarter.
All other registrants must file a Form 10-Q with the SEC within forty-five (45) days after the end of the fiscal quarter.


SEC Filing Form 12b-25

A Form 12b-25 is a notification of a late filing when an issuer is unable to file all (or any portion) of a quarterly report on Form 10-Q, an annual report on Form 10-K and certain other reports within the prescribed time period to file a Form 12b-25 with the SEC. The Form 12b-25 must be filed with the SEC no later than one (1) business day after the due date for the late report. Filing a Form 12b-25 gives the issuer an additional five (5) calendar days to file a quarterly report and an additional fifteen (15) calendar days to file an annual report.


SEC Filing Form 13F

A Form 13F must be filed with the SEC within 45 days after the last day of each three calendar quarters and within 45 days after the last day of each calendar year. The form is required when securities have an aggregate fair market value on the last trading day of any month of any calendar year of at least $100,000,000.


SEC Filing Form 13H

A Form 13H requires certain “large” traders to provide certain information regarding their trading activities to the SEC through this form.

A “large trader” is defined as a person whose transactions in exchange-listed securities equal or exceed 2 million shares or $20 million during any calendar day, or 20 million shares or $200 million during any calendar month.

Large traders will have two months after the effective date to comply with the identification requirements of the rule. Broker-dealers will have seven months after the effective date to comply with the requirements to maintain records, report transaction data when requested, and monitor large trader activity.


SEC Filing Form 144

This Form must be filed with the SEC by an affiliate of the issuer as a notice of the proposed sale of securities in reliance on Rule 144, when the amount to be sold under Rule 144 by the affiliate during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000. A person filing a Form 144 must have a bona fide intention to sell the securities referred to in the Form within a reasonable time after the filing of the Form.


SEC Filing Form S-1


SEC Filing Schedule 13D

A Schedule 13D must be filed with the SEC under Rule 13D. The form is required when a person or group acquires more than 5% of any class of a company’s shares. This information must be disclosed within ten (10) days of the transaction. Rule 13D requires the owner to also disclose any other person who has voting power or the power to sell the security.

Follow this link to the SEC’s website for more information:
http://www.sec.gov/answers/sched13.htm


SEC Filing Schedule 13G

A Schedule 13G is similar to the Schedule 13D used to report a party’s ownership of stock that is over 5% of the company. Schedule 13G is shorter and requires less information from the filing party. Ownership of over 5% in a publicly-traded stock is considered to be significant ownership, and therefore must be reported to the public.

There are several ways for an investor to be eligible to file a Schedule 13G rather than a Schedule 13D.

  1. An investor who is a “qualified institutional investor”. Qualified institutional investors are:
    • Brokers, banks, investment advisors, or other types of institutions

    * These types of investors must file an initial Schedule 13G with the SEC within forty-five (45) days of the end of the calendar year in which they exceeded the 5% ownership threshold.

  2. An investor who is a “passive investor”. A passive investor is an individual whom:
    • Has not acquired the securities with the purpose of changing or influencing the control of the issuer
    • Does not directly or indirectly beneficially own more than 20% of the issuer’s securities

    * These types of investors must file an initial Schedule 13G with the SEC within ten (10) days of crossing the 5% ownership threshold.

Follow these links to the SEC’s website for more information:
http://www.sec.gov/divisions/corpfin/guidance/reg13d-interp.htm
http://www.sec.gov/interps/telephone/cftelinterps_reg13d-13g.pdf


What you need to know about Schedule 13D’s and Schedule 13G’s


SEC Filing Form D

A Form D is an official notice of an offering of securities that is made without registration under the Securities Act in reliance on an exemption provided by Regulation D and Section 4(6) under the Act. It is a form to be used to file a notice of an exempt offering of securities.

When to file:

An issuer must file a new notice with the SEC for each new offering of securities no later than fifteen (15) calendar days after the “date of first sale” of securities in the offering as explained in the Instruction to Item 7.  For this purpose, the date of first sale is the date on which the first investor is irrevocably contractually committed to invest, which, depending on the terms and conditions of the contract, could be the date on which the issuer receives the investor’s subscription agreement or check.

An amendment to a previously filed noticed may be filed at any time.

An issuer must file an amendment to a previously filed notice for an offering:

  • to correct a mistake or error in the previously filed notice, as soon as practicable after discovery of the mistake or error;
  • to reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change; and
  • annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.

SEC Filing Form ID

Before you can electronically file with the SEC on EDGAR, you must become an EDGAR filer with authorized access codes. A Form ID is a uniform application for access codes to file on the EDGAR system. To register a new individual or a new company to file with the SEC, you must complete a Form ID and Authentication form. If the individual or company is already registered with the SEC, but does not have their codes (i.e. codes were lost), only an Authentication Form needs to be completed (below).


Authentication Form


SEC Filing Form N-MFP

Form N-MFP is to be used by registered open-end management investment companies, or series thereof, that are regulated as money market funds pursuant to Rule 2a-7 under the Investment Company Act of 1940 (“Act”) (17 CFR 270.2a-7) (“money market funds”), to file reports with the Commission pursuant to Rule 30b1-7 under the Act (17 CFR 270.30b1-7). The Commission may use the information provided on Form N-MFP in its regulatory, disclosure review, inspection, and policymaking roles.


SEC Filing Form SD

A Form SD needs to be filed by any company that manufactures products in which conflict minerals are necessary to the functionality or production of the products. Conflict minerals are defined by the SEC as gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. For products that contain any of these conflict minerals, the issuer must conduct a reasonable country of origin inquiry to determine whether any of these minerals originated in the Democratic Republic of the Congo or any of the nine adjoining countries (Central Africa Republic, South Sudan, Zambia, Angola, The Republic of the Congo, Tanzania, Burundi, Rwanda, and Uganda) and therefore may have financed militant groups in that region.