Form 3921 - Exercise of an Incentive Stock Option Under Section 422(b).

Instructions for Forms 3921
and 3922

Department of the Treasury
Internal Revenue Service

(Rev. August 2013)

Excercise of an Incentive Stock Option Under Section 422(b) and Transfer of Stock
Acquired Through an Employee Stock Purchase Plan Under Section 423(c)
Section references are to the Internal Revenue Code
unless otherwise noted.

Any party in control of the payment of remuneration for
employment to the employee.

Future Developments

For the latest information about developments related to
Forms 3921 and 3922 and their instructions, such as
legislation enacted after they were published, go to
www.irs.gov/form3921 or www.irs.gov/form3922.

Reminder

In addition to these specific instructions, you should also
use the current version of the General Instructions for
Certain Information Returns. Those general instructions
include information about the following topics.
Who must file (nominee/middleman).
When and where to file.
Electronic reporting requirements.
Corrected and void returns.
Statements to recipients.
Taxpayer identification numbers.
Backup withholding.
Penalties.
Other general topics.
You can get the general instructions at www.irs.gov/
form3921 or www.irs.gov/form3922 or by calling
1-800-TAX-FORM (1-800-829-3676).

Statements to Transferees

If you are required to file Form 3921, you must furnish a
statement to the person whose name is set forth on Form
3921. For more information, see part M in the current
version of the General Instructions for Certain Information
Returns.

Employee's Name, Address, and Identification
Number

Enter the name, address, and identifying number of the
person to whom the share or shares were transferred
pursuant to the exercise of the option.

Account Number

The account number is required if you have multiple
accounts for a person for whom you are filing more than
one Form 3921. Additionally, the IRS encourages you to
designate an account number for all Forms 3921 that you
file. See part L in the current version of the General
Instructions for Certain Information Returns.

Box 1. Date Option Granted

Enter the date the option was granted.

Specific Instructions for Form 3921

Box 2. Date Option Exercised

Who Must File

Box 3. Exercise Price Per Share

Every corporation which in any calendar year transfers to
any person a share of stock pursuant to that person's
exercise of an incentive stock option described in section
422(b) must, for that calendar year, file Form 3921 for
each transfer made during that year.

Exception. A Form 3921 is not required for the exercise
of an incentive stock option by an employee who is a
nonresident alien (as defined in section 7701(b)) and to
whom the corporation is not required to provide a Form
W-2, Wage and Tax Statement, for any calendar year
within the time period beginning with the first day of the
calendar year in which the option was granted to the
employee and ending on the last day of the calendar year
in which the employee exercised the option. For this
purpose, the term “corporation” is defined in section
7701(a) and includes, but is not limited to:
The corporation issuing the stock,
A related corporation of the corporation,
Any agent of the corporation,
Any party distributing shares of stock or other payments
in connection with the plan (for example, a brokerage
firm), and
Jul 24, 2013

Enter the date the option was exercised.
Enter the exercise price per share of stock.

Box 4. Fair Market Value Per Share on Exercise
Date

Enter the fair market value (FMV) per share of stock on
the date the option was exercised.

Box 5. Number of Shares Transferred

Enter the number of shares of stock transferred pursuant
to the exercise of the option.

Box 6. If Other Than TRANSFEROR, Name,
Address, and EIN of Corporation Whose Stock
Is Being Transferred

Enter the name, address, and employer identification
number (EIN) of the corporation whose stock is being
transferred pursuant to the exercise of the option. Enter
this information only if the corporation is not the entity
shown in the TRANSFEROR boxes in the upper left
corner of Form 3921.

Cat. No. 23069T

Statements to Transferors

Specific Instructions for Form 3922

If you are required to file Form 3922, you must furnish a
statement to the transferor. For more information, see part
M in the current version of the General Instructions for
Certain Information Returns.

Who Must File

Every corporation, which in any calendar year records, or
has by its agent recorded, a transfer of the legal title of a
share of stock acquired by the transferor (person who
acquires the shares pursuant to the exercise of the option)
pursuant to the transferor's exercise of an option granted
under an employee stock purchase plan and described in
section 423(c) (where the exercise price is less than
100% of the value of the stock on the date of grant, or is
not fixed or determinable on the date of grant), must, for
that calendar year, file Form 3922 for each transfer made
during that year.
A return is required by reason of a transfer described in
section 6039(a)(2) only for the first transfer of legal title of
the shares by the transferor, including the first transfer of
legal title to a recognized broker or financial institution. If a
contractual agreement exists or is entered into with a
recognized broker or financial institution pursuant to which
shares acquired upon exercise of the option will be
immediately deposited into a brokerage account
established on behalf of the transferor, then the deposit of
shares by the transferor into the brokerage account
following the exercise of the option is the first transfer of
legal title of the shares acquired by the transferor, and the
corporation is only required to file a return relating to that
transfer of legal title.
Shares of stock transferred as a result of the exercise
of an option described above must be identified in a
manner sufficient to enable the accurate reporting of the
transfer of legal title to such shares. This identification can
be made by assigning to the share certificates of stock
issued pursuant to such options a special serial number or
color.
The corporation whose stock is being transferred must
file Form 3922.

Employee's Name, Address, and Identification
Number

Enter the name, address, and identifying number of the
transferor.

Account Number

The account number is required if you have multiple
accounts for a transferor for whom you are filing more
than one Form 3922. Additionally, the IRS encourages
you to designate an account number for all Forms 3922
that you file. See part L in the current version of the
General Instructions for Certain Information Returns.

Box 1. Date Option Granted

Enter the date the option was granted.

Box 2. Date Option Exercised

Enter the date the option was exercised.

Box 3. Fair Market Value Per Share on Grant
Date

Enter the fair market value (FMV) per share of stock on
the date the option was granted.

Box 4. Fair Market Value Per Share on Exercise
Date

Enter the FMV per share of stock on the date the option to
purchase the stock was exercised.

Box 5. Exercise Price Paid Per Share

Enter the price paid per share on the date the option was
exercised.

Exception. A Form 3922 is not required for the first
transfer of legal title of a share of stock by an employee
who is a nonresident alien (as defined in section 7701(b))
and to whom the corporation is not required to provide a
Form W-2, Wage and Tax Statement, for any calendar
year within the time period beginning with the first day of
the calendar year in which the option was granted to the
employee and ending on the last day of the calendar year
in which the employee first transferred legal title to shares
acquired under the option. For this purpose, the term
“corporation” is defined in section 7701(a) and includes,
but is not limited to:
The corporation issuing the stock,
A related corporation of the corporation,
Any agent of the corporation,
Any party distributing shares of stock or other payments
in connection with the plan (for example, a brokerage
firm), and
Any party in control of the payment of remuneration for
employment to the employee.

Box 6. Number of Shares Transferred

Enter the number of shares to which legal title was
transferred.

Box 7. Date Legal Title Transferred

Enter the date legal title of the shares was first transferred.

Box 8. Exercise Price Per Share Determined as
if the Option Was Exercised on the Date Shown
in Box 1

If the exercise price per share was not fixed or
determinable on the date of grant entered in box 1, enter
the exercise price per share determined as if the option
was exercised on the date of grant entered in box 1. If the
exercise price per share is fixed or determinable on the
date of grant entered in box 1, then leave box 8 blank.

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Instrs for Forms 3921 and 3922 (Rev. Aug. 2013)