In a recent e-alert, we discussed some changes in requirements for reporting gifts under Section 16 of the Exchange Act and stated that the new requirements take effect in April. Apparently, we were wrong – although lots of others got it wrong as well, due to a lack of clarity in the SEC’s adopting release. Thanks to the inimitable Alan Dye’s Section 16.net Blog (subscription required – and well worth it, IMHO), the SEC has now clarified the timing of the new requirements, as follows:
- The requirement that gifts be reported on Form 4 will become effective for gifts made on or after February 27.
- Gifts made before February 27 will remain reportable on Form 5 within 45 days after the end of the fiscal year in which the gift is made (not within 2 business days after February 27).
- Amended Forms 4 and 5 and the amended instructions to both forms, relating to the 10b5-1 checkbox and disclosure of the date of adoption of the 10b5-1 plan, apply to all reports filed on or after April 1.
- For calendar year companies, Form 5, if one is to be filed, must be filed no later than February 14.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
Thanks to Alan for helping us all out!
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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