SEC Form 5 - Instructions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5
ANNUAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
The Commission is authorized to solicit the information required by this Form pursuant to Sections
16(a) and 23(a) of the Securities Exchange Act of 1934, and Sections 30(h) and 38 of the Investment
Company Act of 1940, and the rules and regulations thereunder.
Disclosure of information specified on this Form is mandatory. The information will be used for the
primary purpose of disclosing the transactions and holdings of directors, officers, and beneficial
owners of registered companies. Information disclosed will be a matter of public record and available
for inspection by members of the public. The Commission can use it in investigations or litigation
involving the federal securities laws or other civil, criminal, or regulatory statutes or provisions, as
well as for referral to other governmental authorities and self-regulatory organizations. Failure to
disclose required information may result in civil or criminal action against persons involved for
violations of the Federal securities laws and rules.

Persons who respond to the collection of information contained in
this form are not required to respond unless the form displays a
currently valid OMB control number.

SEC 2270 (8-07)

GENERAL INSTRUCTIONS
1.

When Form Must Be Filed
(a) This Form must be filed on or before the 45th day after the end of the issuer’s fiscal year in accordance with Rule 16a-3(f).
This Form and any amendment is deemed filed with the Commission or the Exchange on the date it is received by the
Commission or Exchange, respectively. See, however, Rule 16a-3(h) regarding delivery to a third party business that
guarantees delivery of the filing no later than the specified due date.
(b) A reporting person no longer subject to Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”) must check
the exit box appearing on this Form. Transactions and holdings previously reported are not required to be included on this
Form. Form 4 or Form 5 obligations may continue to be applicable. See Rule 16a-3(f); see also Rule 16a-2(b)(transactions
after termination of insider status).
(c) A separate Form shall be filed to reflect beneficial ownership of securities of each issuer, except that a single statement shall
be filed with respect to the securities of a registered public utility holding company and all of its subsidiary
companies.
(d) If a reporting person is not an officer, director, or ten percent holder, the person should check “other” in Item 6 (Relationship
of Reporting Person to Issuer) and describe the reason for reporting status in the space provided.

2.

Where Form Must be Filed
(a) A reporting person must file this Form in electronic format via the Commission’s Electronic Data Gathering Analysis and
Retrieval System (EDGAR) in accordance with EDGAR rules set forth in Regulation S-T (17 CFR Part 232), except that a filing
person that has obtained a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202) may file the Form in paper.
For assistance with technical questions about EDGAR or to request an access code, call the EDGAR Filer Support Office
at (202) 942-8900. For assistance with questions about the EDGAR rules, call the Office of EDGAR and Information Analysis
at (202) 942-2940.
(b) At the time this Form or any amendment is filed with the Commission, file one copy with each Exchange on which any class
of securities of the issuer is registered. If the issuer has designated a single Exchange to receive Section 16 filings, the copy
shall be filed with that Exchange only.
(c) Any person required to file this Form or amendment shall, not later than the time the Form or amendment is transmitted for
filing with the Commission, send or deliver a copy to the person designated by the issuer to receive the copy or, if no person
is so designated, the issuer’s corporate secretary (or person performing similar functions) in accordance with Rule 16a-3(e).
NOTE: If filing pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202), file three copies of this Form
or any amendment, at least one of which is signed, with the Securities and Exchange Commission, 450 5th Street, NW,
Washington, DC 20549. (Acknowledgement of receipt by the Commission may be obtained by enclosing a self-addressed
stamped postcard identifying the Form or amendment filed.)

3.

Class of Securities Reported
(a)

(i)

Persons reporting pursuant to Section 16(a) of the Exchange Act shall include information as to transactions and
holdings required to be reported in any class of equity securities of the issuer and the beneficial ownership at the
end of the year of that class of equity securities, even though one or more of such classes may not be registered
pursuant to Section 12 of the Exchange Act.

(ii)

Persons reporting pursuant to Section 17(a) of the Public Utility Holding Company Act of 1935 shall include
transactions and holdings required to be reported in any class of securities (equity or debt) of the registered
holding company and any of its subsidiary companies and the beneficial ownership at the end of the issuer’s
fiscal year of that class of securities. Specify the name of the parent or subsidiary issuing the securities.

(iii)

Persons reporting pursuant to Section 30(h) of the Investment Company Act of 1940 shall include transactions
and holdings required to be reported in any class of securities (equity or debt) of the registered closed-end
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investment company (other than “short-term paper as defined in Section 2(a)(38) of the Investment Company Act)
and the beneficial ownership at the end of the year of that class of securities.
(b) The title of the security should clearly identify the class, even if the issuer has only one class of securities outstanding;
for example, “Common Stock,” “Class A Common Stock,” “Class B Convertible Preferred Stock,” etc.

(c) The amount of securities beneficially owned should state the face amount of debt securities (U.S. Dollars) or the number
of equity securities, whichever is appropriate.
4.

Transactions and Holdings Required to be Reported
(a) General Requirements
(i) Pursuant to Rule 16a-3(f), if not previously reported, the following transactions, and total beneficial ownershipas of
the end of the issuer’s fiscal year (or an earlier date applicable to a person ceasing to be an insider during the fiscal
year) for any class of securities in which a transaction is reported, shall be reported:
(A)

any transaction during the issuer’s most recent fiscal year that was exempt from Section 16(b) of the Act, except:
(1) any transaction exempt from Section 16(b) pursuant to §240.16b-3(d), §240.16b-3(e), or §240.16b-3(f) (these
are required to be reported on Form 4); (2) any exercise or conversion of derivative securities exempt under either
§240.16b-3 or §240.16b-6(b) (these are required to be reported on Form 4); (3) any transaction exempt from Section
16(b) of the Act pursuant to §240.16b-3(c), which is exempt from Section 16(a) of the Act; and (4) any transaction
exempt from Section 16 of the Act pursuant to another Section 16(a) rule;

(B)

any small acquisition or series of acquisitions in a six month period during the issuer’s fiscal year not exceeding
$10,000 in market value (see Rule 16a-6);

(C)

any transactions or holdings that should have been reported during the issuer’s fiscal year on a Form 3 or Form
4, but were not reported. The first Form 5 filing obligation shall include all holdings and transactions that should
have been reported in each of the issuer’s last two fiscal years but were not. See Instruction 8 for the code to
identify delinquent Form 3 holdings or Form 4 transactions reported on this Form 5.

Note: A required Form 3 or Form 4 must be filed within the time specified by this Form. Form 3 holdings or Form 4
transactions reported on Form 5 represent delinquent Form 3 and Form 4 filings.
(ii) Each transaction should be reported on a separate line. Transaction codes specified in Item 8 should be used to identify
the nature of the transactions resulting in an acquisition or disposition of a security. A deemed execution date must
be reported in Column 2A of Table I or Column 3A of Table II only if the execution date for the transaction is calculated
pursuant to §240.16a-3(g)(2) or §240.16a-3(g)(3).
(iii) Every transaction shall be reported even though acquisitions and dispositions with respect to a class of securities are
equal. Report total beneficial ownership as of the end of the issuer’s fiscal year for all classes of securities in which
a transaction was reported.
(b) Beneficial Ownership Reported (Pecuniary Interest)
(i) Although for purposes of determining status as a ten percent holder, a person is deemed to beneficially own securities
over which that person exercises voting or investment control (see Rule 16a-1(a)(1)), for reporting transactions and
holdings, a person is deemed to be the beneficial owner of securities if that person has or shares the opportunity,
directly or indirectly, to profit or share in any profit derived from a transaction in the securities (“pecuniary interest”).
See Rule 16a-1(a)(2). See also Rule 16a-8 for the application of the beneficial ownership definition to trust holdings and
transactions.
(ii) Both direct and indirect beneficial ownership of securities shall be reported. Securities beneficially owned directly are
those held in the reporting person’s name or in the name of a bank, broker or nominee for the account of the reporting
person. In addition, securities held as joint tenants, tenants in common, tenants by the entirety, or as community
property are to be reported as held directly. If a person has a pecuniary interest, by reason of any contract, understanding
or relationship (including a family relationship or arrangement) in securities held in the name of another person, that
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person is an indirect beneficial owner of the securities. See Rule 16a-1(a)(2)(ii) for certain indirect beneficial ownerships.
(iii) Report transactions in securities beneficially owned directly on a separate line from those beneficially owned indirectly.
Report different forms of indirect ownership on separate lines. The nature of indirect ownership shall be stated as
specifically as possible; for example, “By Self as Trustee for X,” “By Spouse,” “By X Trust,” “By Y Corporation,”
etc.
(iv) In stating the amount of securities acquired, disposed of, or beneficially owned indirectly through a partnership,
corporation, trust, or other entity, report the number of securities representing the reporting person’s proportionate
interest in transactions conducted by that entity or holdings of that entity. Alternatively, at the option of the reporting
person, the entire amount of the entity’s interest may be reported. See Rule 16a-1(a)(2)(ii)(B) and Rule 16a-1(a)(2)(iii).
(v) Where more than one beneficial owner of the same equity securities must report the same transaction or holding on Form
5, such owners may file Form 5 individually or jointly. Joint and group filings may be made by any designated beneficial
owner. Transactions and holdings with respect to securities owned separately by any joint or group filer are permitted
to be included in the joint filing. Indicate only the name and address of the designated filer in Item 1 of Form 5 and attach
a list of the names and addresses of each other reporting person. Joint and group filings must include all required
information for each beneficial owner, and such filings must be signed by each beneficial owner, or on behalf of such
owner by an authorized person.
If this Form is being filed in paper pursuant to a hardship exemption and the space provided for signatures is insufficient,
attach a signature page. If this Form is being filed in paper, submit any attached listing of names or signatures on another
Form 5, copy of Form 5 or separate page of 8 ½ by 11 inch white paper, indicate the number of pages comprising the
report (Form plus attachments) at the bottom of each report page (e.g., 1 of 3, 2 of 3, 3 of 3), and include the name of
the designated filer and information required by Items 2 and 3 of the Form on the attachment.
See Rule 16a-3(i) regarding signatures.
(c) Non-Derivative and Derivative Securities
(i) Report acquisitions or dispositions and holdings of non-derivative securities in Table I. Report acquisitions or
dispositions and holdings of derivative securities (e.g., puts, calls, options, warrants, convertible securities, or other
rights or obligations to buy or sell securities) in Table II. Report the exercise or conversion of a derivative security in
Table II (as a disposition of the derivative security) and report in Table I the holdings of the underlying security. Report
acquisitions or dispositions and holdings of derivative securities that are both equity securities and convertible or
exchangeable for other equity securities (e.g., convertible preferred securities) only in Table II.
(ii) The title of a derivative security and the title of the equity security underlying the derivative security should be shown
separately in the appropriate columns in Table II. The “puts” and “calls” reported in Table II include, in addition to
separate puts and calls, any combination of the two, such as spreads and straddles. In reporting an option in Table II,
state whether it represents a right to buy, a right to sell, an obligation to buy, or an obligation to sell the equity securities
subject to the option.
(iii) Describe in the appropriate columns in Table II characteristics of derivative securities, including title, exercise or
conversion price, date exercisable, expiration date, and the title and amount of securities underlying the derivative
security. If the transaction reported is a purchase or a sale of a derivative security, the purchase or sale price of that
derivative security shall be reported in column 8. If the transaction is the exercise or conversion of a derivative security,
leave column 8 blank and report the exercise or conversion price of the derivative security in column 2.
(iv) Securities constituting components of a unit shall be reported separately on the applicable table (e.g., if a unit has a
non-derivative security component and a derivative security component, the non-derivative security component shall
be reported in Table I and the derivative security component shall be reported in Table II). The relationship between
individual securities comprising the unit shall be indicated in the space provided for explanation of responses. When
securities are purchased or sold as a unit, state the purchase or sale price per unit and other required information
regarding the unit securities.

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5.

Price of Securities
(a) Prices of securities shall be reported in U.S. dollars on a per share basis, not an aggregate basis, except that the aggregate
price of debt shall be stated. Amounts reported shall exclude brokerage commissions and other costs of execution.
(b) If consideration other than cash was paid for the security, describe the consideration, including the value of the
consideration, in the space provided for explanation of responses.

6.

Additional Information
(a) If the space provided in the line items on the electronic Form is insufficient, use the space provided for footnotes. If the
space provided for footnotes is insufficient, create a footnote that refers to an exhibit to the form that contains the additional
information.
(b) If the space provided in the line items on the paper Form or space provided for additional comments is insufficient, attach
another Form 5, copy of Form 5 or separate 8 ½ by 11 inch white paper to Form 5, completed as appropriate to include the
additional comments. Each attached page must include information required in Items 1, 2 and 3 of the Form. The number of
pages comprising the report (Form plus attachments) shall be indicated at the bottom of each report page (e.g., 1 of 3, 2 of
3, 3 of 3).
(c) If one or more exhibits are included, whether due to a lack of space or because the exhibit is, by nature, a separate document
(e.g., a power of attorney), provide a sequentially numbered list of the exhibits in the Form. Use the number “24” for any
power of attorney and the number “99” for any other exhibit. If there is more than one of either such exhibit, then use numerical
subparts. If the exhibit is being filed as a confirming electronic copy under Regulation S-T Rule 202(d) (17 CFR 232.202(d)),
then place the designation “CE” (confirming exhibit) next to the name of the exhibit in the exhibit list. If the exhibit is being
filed in paper pursuant to a hardship exception under Regulation S-T Rule 202 (17 CFR 232.202), then place the designation
“P” (paper) next to the name of the exhibit in the exhibit list.
(d) If additional information is not reported as provided in paragraph (a), (b) or (c) of this instruction, whichever apply, it will
be assumed that no additional information was provided.

7.

Signature
(a) If the Form is filed for an individual, it shall be signed by that person or specifically on behalf of the individual by a person
authorized to sign for the individual. If signed on behalf of the individual by another person, the authority of such person
to sign the Form shall be confirmed to the Commission in writing in an attachment to the Form or as soon as practicable
in an amendment by the individual for whom the Form is filed, unless such a confirmation still in effect is on file with the
Commission. The confirming statement need only indicate that the reporting person authorizes and designates the named
person or persons to file the Form on the reporting person’s behalf, and state the duration of the authorization.
(b) If the Form is filed for a corporation, partnership, trust, or other entity, the capacity in which the individual signed shall
be set forth (e.g., John Smith, Secretary, on behalf of X Corporation).

8.

Transaction Codes
Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the character of the transaction reported. Use
the code that most appropriately describes the transaction. If the transaction is not specifically listed, use transaction code “J”
and describe the nature of the transaction in the space for explanation of responses. If a transaction involves an equity swap
or instrument with similar characteristics, use transaction Code “K” in addition to the code(s) that most appropriately describes
the transaction, e.g., “S/K” or “P/K.”

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General Transaction Codes
P
S

—
—

Open market or private purchase of non-derivative or derivative security
Open market or private sale of non-derivative or derivative security

Rule 16b-3 Transaction Codes
A
D
F

—
—
—

I

—

M —

Grant, award or other acquisition pursuant to Rule 16b-3(d)
Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)
Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or
vesting of a security issued in accordance with Rule 16b-3
Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer
securities
Exercise or conversion of derivative security exempted pursuant to Rule 16b-3

Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3)
C
E
H
O
X

—
—
—
—
—

Conversion of derivative security
Expiration of short derivative position
Expiration (or cancellation) of long derivative position with value received
Exercise of out-of-the-money derivative security
Exercise of in-the-money or at-the-money derivative security

Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)
G
L
W
Z

—
—
—
—

Bona fide gift
Small acquisition under Rule 16a-6
Acquisition or disposition by will or the laws of descent and distribution
Deposit into or withdrawal from voting trust

Other Transaction Codes
J
K
U

—
—
—

Other acquisition or disposition (describe transaction)
Transaction in equity swap or instrument with similar characteristics
Disposition pursuant to a tender of shares in a change of control transaction
Form 3, 4 or 5 Holdings or Transactions Not Previously Reported

To indicate that a holding should have been reported previously on Form 3, place a “3” in Table I, column 3 or Table II, column
4, as appropriate. Indicate in the space provided for explanation of responses the event triggering the Form 3 filing obligation.
To indicate that a transaction should have been reported previously on Form 4, place a “4” next to the transaction code reported
in Table I, column 3 or Table II, column 4 (e.g., an open market purchase of a non-derivative security that should have been
reported previously on Form 4 should be designated as “P4”). To indicate that a transaction should have been reported on
previous Form 5, place a “5” in Table I, column 3 or Table II, column 4, as appropriate. In addition, the appropriate box on the
front page of the Form should be checked.
9.

Amendments
(a) If this Form is filed as an amendment in order to add one or more lines of transaction or ownership information to Table I
or Table II of the Form being amended, provide each line being added, together with one or more footnotes, as necessary,
to explain the addition of the line or lines. Do not repeat lines of transaction or ownership information that were disclosed
in the original Form and are not being amended.
(b) If this Form is filed as an amendment in order to amend one or more lines of transaction or ownership information that already
were disclosed in Table I or Table II of the Form being amended, provide the complete line or lines being amended, as
amended, together with one or more footnotes, as necessary, to explain the amendment of the line or lines. Do not repeat
lines of transaction or ownership information that were disclosed in the original Form and are not being amended.

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(c) If this Form is filed as an amendment for any purpose other than or in addition to the purposes described in paragraphs
(a) and (b) of this General Instruction 9, provide one or more footnotes, as necessary, to explain the amendment.

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