According to tracked.com

What is an "insider"?

An insider is a person or other entity (often a corporation with investments in other companies, like an investment fund or a money manager) that is a 10% (or greater) owner, an officer (aka "c-level executive"), or a director (aka "board member") of a particular company. Having any of these qualifications gives you "beneficial ownership," which implies that your trading activity may be informed by your advantageous relationship with the company.

It is illegal to make trades based on information that is not available to the public market.

When are insiders required to file ownership reports?

The frequency (and accuracy) of the filings really depends on the insider. We've discovered that some insiders are extremely precise, others are careless, and some may even be oblivious to the law.

The SEC requires insiders to file ownership reports in certain situations:

1. Within ten days of first becoming a 10% (or greater) owner, an officer, or a director, insiders must file a form 3 (their "initial statement of beneficial ownership").
2. On or before the effective date of stock or options grants, insiders must file a form 3.
3. Within two days of acquiring or disposing of shares or options, insiders must file a form 4 (their "statement of changes in beneficial ownership"). If they forget about this filing, then they must file a form 5 (their "annual statement of changes in beneficial ownership") within 45 days of the company's fiscal year end for that year.
4. Finding an error on a previous filing requires insiders to file an amendment (a form 3/A, 4/A, or 5/A, as appropriate) to the original filing.

How can I determine which insiders file their ownership reports accurately and which don't?

The SEC requires both insiders and companies to report the number of company shares and options owned. Finding discrepancies between insider ownership reports and company shareholder reports can help you determine which insiders file their ownership reports more accurately than others.

Companies are required to report the number of company shares and options owned by significant stakeholders (including top executives, board members, and/or other beneficial owners) on a "definitive proxy statement" (form 14A or "DEF 14A") before any shareholder meeting, and at least once per year. These numbers can be easily compared to those on the insiders' ownership reports.

The SEC provides access to all of these documents, and others, on their website. They have a search portal available here.

Why are some insider ownership reports missing?

The SEC doesn't require former insiders to file ownership reports, so there's no definite way to know if someone who filed a long time ago is still an insider or still owns company stock and/or options. To help mitigate this ambiguity, we only display ownership reports for insiders who have reported within the past 18 months or currently hold a significant role at the company. We also indicate when each insider last reported and direct you to that specific filing (so you can judge for yourself whether the information is valid or not).

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