Finance -- Company Ownership
Understanding
Corporate Ownership
Locating Ownership Data
...Snapshot of Current Ownership
...SEC Filings
... Conducting a query on SEC ownership
filing data
...For Pay Access
Understanding Corporate Ownership and SEC Filing Requirements
Insider Ownership
- Defined by the SEC as an officer, owner, or director of a public company
- Applies to individuals or entities that own 10% or more of a company's shares
Beneficial Ownership
- The SEC defines this term "to be any person or group of persons who directly or indirectly share voting power or investment power (power to sell the security)"
Institutional Ownership
- An institution that owns 5% or more of a company's equity
SEC Forms Filed
Forms 3, 4, 5, 144
- Insiders are required to file forms 3,4,5, and sometimes form 144
- Contain information on reporting person's relationship to the company and on purchases and sales of the equity securities
- NOTE: Beginning July 30, 2003, all public firms are required to file forms 3,4,5 electronically. Electronic access to them prior to this date is incomplete; they may only exist in paper form
- Form 3 - Initial filing
- Form 4 - Filed whenever an insider makes a trade
- Form 5 - Annual statement of beneficial ownership
- Form 144 - Filed if there is a proposed sale of equity, when the amount sold during any three-month period exceeds 500 shares or has an aggregate sale price of at least $10,000
Schedules 13D, 13/A, 13F, 13G, 14D-1
- Any person or group of persons (institutional) who acquire a beneficial ownership of more than 5% of a class of registered equity securities are required to file schedule 13D, and sometimes 13/A, 13F, 13G, and 14D-1
- NOTE: These filings are considered "schedules," not forms. They are preceded with SC (e.g. SC13D, etc.)
- Schedule 13D - Filed when a person or group of persons owns 5% or more of equity
- Schedule 13/A - Filed if there are any material changes in ownership
- Schedule 13F - Quarterly filing disclosing holding by institutional investment managers of $100 million or more
- Schedule 13G - Shortened version of 13D used by specified types of institutions (banks, brokers/dealers, insurance companies)
- Schedule 14D - Filed if an offer to purchase securities is made, and if the offer is accepted, the entity would then own 5% or more of equity
10K SEC Filings
Year-end summary of a company's ownership:
- 10K, Item 12 - Security Ownership of Certain Beneficial Owners & Management
- 10K, Item 12 - Security Ownership of Directors, Nominees, and Executive Officers
Locating Ownership Information
- Companies>Ownership
- Use Form Class or Form Type options combined with company name
Conducting a query on SEC ownership filing data
Thomson Financial Ownership
Access this content from the WRDS
database. Complete the attached How to Register for WRDs
document to request a password
- 13F Institutitonal Holdings (CDA/Spectrums34)
- Insider Filings containing transactions and holdings information filed with the SEC
- Mututal Fund holdings (CDA/Spectrums12)
For-Pay Access
The following web sites provide more flexible access to ownership
data; each requires a subscription fee (the Goizueta Library does
not subscribe to any of these)
10K Wizard www.10kwizard.com
LivEdgar www.gsionline.com
EDGAR Online www.edgar-online.com
