Form S-4 - What Is It, When To File, Requirements (2024)

FAQs

Form S-4 - What Is It, When To File, Requirements? ›

Companies must file Form S-4 with the Securities and Exchange Commission whenever they are about to go through a merger or acquisition transaction. It is also used to alert the financial regulator when companies tender a stock offering. For instance, they must file the form when they offer securities in place of cash.

The SEC requires an S-4 filing from any publicly traded company undergoing a merger or an acquisition. This form must also be filed in bankruptcy situations when there is an exchange offer on the table, and during hostile takeovers. The form must be filed regardless of the underlying purpose of the merger.

SEC rules require your company to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on an ongoing basis. These reports require much of the same information about the company as is required in a registration statement for a public offering.

Form 4 must be filed within two business days following the transaction date. Transactions in a company's common stock as well as derivative securities, such as options, warrants, and convertible securities, are reported on the form. Each transaction is coded to indicate the nature of the transaction.

Insiders must file a Form 4 when they buy or sell company shares.</p> <p>The Securities and Exchange Commission defines insiders as certain executives, such as officers or directors, plus anyone who owns more than 10% of a publicly traded firm or anyone with access to information because of a relationship with a ...

If a party fails to disclose required information on a Form 4, civil or criminal actions could result. It must be filed within two business days starting from the end of the day the material transaction occurred.

In most cases, income, filing status and age determine if a taxpayer must file a tax return. Other rules may apply if the taxpayer is self-employed or if they are a dependent of another person.

In general, federal securities laws require that issuers disclose to investors all material information they need to make sound investment decisions. Federal securities laws provide that investors harmed by misleading statements or the omission of material facts can seek remedy through litigation.

Form 4 is a US Securities and Exchange Commission (SEC) filing related to insider transactions. Officially known as Form 4: Statement of Changes in Beneficial Ownership, Form 4 needs to be completed and filed with the SEC whenever a company 'insider' in the US buys or sells shares in their own company.

Among the most common SEC filings are: Form 10-K, Form 10-Q, Form 8-K, the proxy statement, Forms 3,4, and 5, Schedule 13D, Form 144, and Foreign Investment Disclosures. The annual 10-K report, for instance, provides a comprehensive summary of a company's financial performance.

How late can you file a Form 4 with the SEC? ›

(a) This Form must be filed before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed (see Rule 16a-1(a)(2) and Instruction 4 regarding the meaning of “beneficial owner,” and Rule 16a-3(g) regarding determination of the date of ...

In general, Form 4 tells you what insiders are doing with their holdings, and you can use that information to inform your own decisions about whether to invest. For more information on the specifics of Form 4, you can see the instructions of the SEC website here (link opens PDF).

Form 4 filings include information about the insider, their relationship to the company and its securities, the type of transaction that occurred, and the amount and type of securities involved. A failure to file Form 4 timely must be reported in proxy statements or 10-Ks and can lead to fines.

Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.

Applications will be denied if transferees' receipt or possession of the firearms would violate Federal, State, or local law. Also, Form 4 applications to transfer firearms to individuals must contain the law enforcement certification of an appropriate law enforcement official.

Form 4 is filed by a current qualified federal firearms licensee (FFL) registrant to transfer an NFA weapon to an individual or other entity (non-licensee).

Use Form SS-4 to apply for an employer identification number (EIN). An EIN is a 9-digit number (for example, 12-3456789) assigned to employers, sole proprietors, corporations, partnerships, estates, trusts, certain individuals, and other entities for tax filing and reporting purposes.

(a) A reporting person must file this Form in electronic format via the Commission's Electronic Data Gathering Analysis and Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a filing person that has obtained a hardship exception under Regulation S-T Rule ...

There are a few criteria to keep in mind including the sales price for an individual seller and for a married couple. If the property sales price is in excess of $250,000 for an individual or $500,000 for a married couple, regardless of the amount of gain, the IRS requires the sale to be reported on Form 1099-S.