Frequently Asked Questions

Institutional Holdings
Insider Form 4

Institutional Holdings

Q: Where does the Institutional Holdings information come from?

A: Institutional Holdings information is filed by major institutions on form 13-F with the Securities and Exchange Commission. 

Q: What is a Form 13F?

A:  Form 13F is the reporting form filed by institutional investment managers pursuant to Section 13(f) of the Securities Exchange Act of 1934.  Congress passed Section 13(f) of the Securities Exchange Act in 1975 in order to increase the public availability of information regarding the securities holdings of institutional investors. Congress believed that this institutional disclosure program would increase investor confidence in the integrity of the United States securities markets.

Q:  Who must file Form 13F?

A:  Institutional investment managers that use the United States mail (or other means or instrumentality of interstate commerce) in the course of their business and that exercise investment discretion over $100 million or more in Section 13f securities must file Form 13F.   

Q:  What is an "institutional investment manager"?

A:  An institutional investment manager is an entity that either invests in, or buys and sells, securities for its own account. For example, banks, insurance companies, and broker/dealers are institutional investment managers. So are corporations and pension funds that manage their own investment portfolios.

An institutional investment manager is also a natural person or an entity that exercises investment discretion over the account of any other natural person or entity. For example, an investment adviser that manages private accounts, mutual fund assets, or pension plan assets is an institutional investment manager. So is the trust department of a bank.  A trustee is an institutional investment manager, but a natural person who exercises investment discretion over his or her own account is not an institutional investment manager.

Q: What are the filing deadlines for 13F's at the SEC?

A: Reports are filed within 45 days after calendar quarter end with the vast majority of updates occurring near the 45th day of the quarter.

Q:  Are foreign institutional investment managers required to file Form 13F?

A:  Yes, if they: (1) use any means or instrumentality of United States interstate commerce in the course of their business; and (2) exercise investment discretion over $100 million or more in Section 13(f) securities.

Q:  Must an institutional investment manager file Form 13F even if it is not an SEC-registered investment adviser because it does not meet the definition of investment adviser in Section 202(a)(11) of the Investment Advisers Act?

A:  Yes. If the manager meets the requirements of Section 13(f) of the Securities Exchange Act, it must file Form 13F regardless of whether it is an SEC-registered investment adviser. Banks, bank holding companies, and broker/dealers that exercise investment discretion over $100 million or more in Section 13(f) securities are required to file Form 13F, even though they are excluded from the definition of investment adviser.

Q:  What is "investment discretion"?

A:  An institutional investment manager exercises investment discretion if: (i) the manager has the power to determine which securities are bought or sold for the account(s) under management; or (ii) the manager makes decisions about which securities are bought or sold for the account(s), even though someone else is responsible for the investment decisions.

A manager also has investment discretion with respect to all accounts over which any natural person, company, or government instrumentality under its control exercises investment discretion. For example, by virtue of their corporate relationship, bank holding companies share investment discretion with their bank trust departments, and parent corporations share investment discretion with their subsidiaries.

Q:  What are "Section 13(f) securities"?

A:  These are securities that must be reported on Form 13F. The SEC publishes a list of these securities - called the Official List of Section 13(f) securities - at the end of each calendar quarter. Section 13(f) securities are equity securities of a class described in Section 13(d)(1) of the Securities Exchange Act.  Generally, the list includes exchange-traded (e.g., NYSE, AMEX) or NASDAQ-quoted stocks, equity options and warrants, shares of closed-end investment companies, and certain convertible debt securities. Shares of open-end investment companies, i.e., mutual funds, are not included and, therefore, should not be listed on Form 13F.

Insider Form 4

Q: Where does Edgar Online receive its U.S. Insider Trading information from?

A: Edgar Online obtains its U.S. Insider Trading information from Form 4 filings filed with the U.S. Securities and Exchange Commission (SEC).

Q: What is a Form 4?

A: A Form 4 is filed with the SEC by any insider buying or selling their company's shares.

Q: Who is an insider?

A: Any officer and/or beneficial owner who is buying or selling their company's stock is required to file a Form 4. An officer is the company's president, principal financial officer, principal accounting officer, any vice-president of the issuer in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer. Officers of the issuer's parent(s) or subsidiaries shall be deemed officers of the issuer if they performs such policy-making functions for the issuer. A beneficial owner is a person who owns more than 10% of the stock, or who, directly or indirectly, through any contact, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the stock.

Q: What are the filing deadlines for Form 4's at the SEC?

A: Forms 3 and 4 must be filed by a reporting person before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the SEC shall establish, by rule, in any case in which the SEC determines that such 2-day period is not feasible.

Q: How often does Edgar Online publish Insider Trading data?

A:  The SEC disseminates insider forms (Forms 3 and 4) as they are electronically filed. All forms disseminated by the SEC are processed into Edgar Online’s database as they are received. The data is updated on nightly.

Q: What type of Insider Trading information does Edgar Online provide?

A: We report both all Form 3 and 4 transactions relating to non-derivative securities ONLY. These are the transactions that are coded with a P (for purchase) and S (for sale) on the Form 4.

Q: How accurate is the holdings information listed in the Insider Trading data?

A: The holdings numbers we report are taken directly from the Forms 3 and 4 and reflect any shares that the insider has a beneficial interest in (so indirect holdings are included). However, these are "soft" numbers and should be viewed with discretion. Anyone looking for an accurate and complete list of insider and beneficial owner holdings should consult the stock's proxy statement or 10-K which lists a complete set of holdings numbers.

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