Section 16 Officer Determination

For the most part determining your section 16 officers is a fairly routine matter and the sec respects and rarely challenges these determinations due to their fact sensitive nature.

Section 16 officer determination. Section 16 officers include officers or directors of the issuer of such security and those who perform a policy making function for the issuer. Who is a section 16 officer. Certain officers are specifically deemed to be an officer under section 16 including the company s president principal financial officer principal accounting officer or if there is no principal accounting officer the controller and any vice president in charge of a principal business unit division or function such as sales administrative or finance.

Under section 16 a of the exchange act each person deemed to be an officer in accordance with rule 16a 1 f is required to file with the sec various forms indicating their ownership of or transactions in the company s securities including common stock and derivative securities such as stock options and restricted stock units. For the most part determining your section 16 officers is a fairly routine matter and the sec respects and rarely challenges these determinations due to their fact sensitive nature. The sec recently made such a challenge however and lost in a federal court case involving a company s conclusions regarding its own officers.

The sec recently made such a challenge however and lost in a federal court case involving a company s conclusions regarding its own officers. Section 16 is a rule within the securities exchange act of 1934 sea that articulates the regulatory filing responsibilities that directors officers and principal stockholders are legally. The sec similarly defines an officer in rule 16a 1 f and an executive officer in rule 3b 7 both under the securities exchange act of 1934 the.

Section 16 of the securities exchange act of 1934 as amended the 1934 act applies to officers directors and beneficial owners of more than 10 of a class of an issuer s equity securities the insiders registered under section 12 of the 1934 act.