Electronic Filing of Forms 3, 4, 5, and 144
The Commission recently has modified the Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system to allow persons desiring to do so to file electronically securities ownership and transaction reports pursuant to Section 16(a) of the Securities Exchange Act of 1934 (Forms 3, 4 and 5). Persons required to file notifications of proposed sale of securities pursuant to Rule 144 under the Securities Act of 1933 (Form 144) also may now file electronically, where the issuer of the securities is a public company. The Commission encourages the electronic filing of these documents and will facilitate that process to the fullest extent possible. Efforts will be made to simplify the process further in connection with future EDGAR programming and design. Interested persons are invited to make suggestions as to how to facilitate the electronic filing of these documents by writing to R. Corey Booth, Director, Office of Planning, Administration and Security, Office of Information Technology, Mail Stop 0-4, 6432 General Green Way, Alexandria, VA 22312 or by calling him at (202) 551-8800. Meanwhile, filers considering electronic filing of these documents on the current system may benefit from the following guidance.
Each person filing Forms 3, 4, 5 and 144 electronically must have his or her own set of EDGAR access codes (a Central Index Key or "CIK" number and a CIK Confirmation Code, or "CCC"), which are obtained by filing a Form ID with the Commission. These codes are used to identify the filer to the EDGAR system. Filers also receive a password to log on to the EDGAR system or to change the CCC.
Questions have been asked about how companies that choose to do so may assist filers in the electronic filing process. If a company, by agreement with the filer, assumes the responsibility to submit a Form 3, 4, 5 or 144, it may do so in a filing agent capacity. In that case, the company would submit the filing using its own access codes to make the transmission, and the CIK and CCC of the person with the filing obligation (included in the submission header) to identify that person as the filer.
If the person with the filing obligation has not yet applied for EDGAR access codes, the company may file a Form ID for any person who authorizes it to do so. A company may file a set of Forms ID on behalf of some or all of its Forms 3, 4, 5 and 144 filers, or it may file a single Form ID listing each person for whom access codes are desired. In either case, each individual will be assigned unique access codes. One action a company may wish to take to ease the management of multiple access codes would be to change the CCC for each person to be the same code for all who give their permission to do so. The unique CIK number for each person, however, may not be changed.
Once the company has prepared the filing, using the filer's codes in the submission header as described above, it would log on to the EDGAR system using the company's own password and transmit the filing. If the company is submitting more than one filing as an agent for its insiders or others, all filings may be submitted during a single transmission session using the EDGARLink software, as described in the EDGAR Filer Manual. Of course, filers always have the option to file their own Forms ID and file electronically for themselves or through an agent other than the company.
Forms ID are available in the EDGAR Filer Manual; they also may be obtained from the Commission's publications unit by calling (202) 551-4040 and asking for Form ID (SEC 2084). Questions about the procedures outlined above should be directed to EDGAR Filer Support at (202) 551-8900.