On June 3, 2022, the SEC announced that it had adopted amendments to require electronic filing or submission of a number of forms that can currently be filed or submitted in paper format. The forms covered by the amendments include the following:
- so-called “glossy” annual reports to security holders;
- Form 144, which reports planned sales of company stock by “affiliates,” such as directors and senior officers; and
- Form 11-K, the annual report form for certain benefit plans.
These amendments represent another step in the SEC’s ongoing transition to a fully electronic filing model and thus are not surprising. However, companies may want to let their affiliates know that the electronic filing of Form 144 may lead to greater attention and questions from the media, investors, and others regarding planned sales of company shares.
The amendments will be effective 30 days after publication in the Federal Register. However, they provide for transition periods of six months (in the case of “glossy” annual reports) and three years (in the case of 11-Ks) following their effective date. For Form 144 filings, the amendments will be effective six months after the SEC adopts a new version of the EDGAR Filer Manual addressing the electronic filing of Form 144.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
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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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