The Securities and Exchange Commission today announced charges against six officers, directors, and major shareholders of public companies for failing to timely report information about their holdings and transactions in company stock. Five publicly-traded companies were also charged for contributing to the filing failures by insiders or failing to report their insiders’ filing delinquencies.
The charges stem from an SEC enforcement initiative focused on Form 4 and Schedules 13D and 13G reports that company insiders are required to file regarding their holdings of company stock. Form 4 is a report that corporate officers, directors, and certain beneficial owners of more than 10 percent of a registered class of a company’s stock must use to report their transactions in company stock within two business days. Schedules 13D and 13G are reports that beneficial owners of more than 5 percent of a registered class of a company’s stock must use to report their holdings and intentions with respect to the company. These ownership reports give investors and other market participants the opportunity to evaluate whether the holdings and transactions of company insiders could be indicative of the company’s future prospects. SEC enforcement staff used data analytics to identify the charged insiders as repeatedly filing these reports late. Some filings were delayed by weeks, months, or even years. The reporting requirements apply irrespective of whether the trades were profitable and regardless of a person’s reasons for the transactions.
‘Enforcement 40’ for 2020
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