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Section 16 insider

An officer, director or beneficial owner of more than 10% of a registered class of equity, subject to ownership reporting on Forms 3, 4 and 5 and to short-swing profit recovery.

Status is functional rather than titular. Policy-making officers count even without a fancy title, and ownership is aggregated across family members and controlled entities, which regularly catches people by surprise.

The obligations are reporting on form-4 within two business days, disgorgement of short-swing-profit-rule gains, and a prohibition on short selling the issuer's stock at all, even without any inside information.

Section 16 is separate from insider-trading law. You can comply perfectly with Section 16 and still commit fraud under rule-10b-5, and you can violate Section 16 without any deception whatsoever.

Related: form-4, short-swing-profit-rule, rule-10b5-1-plan, insider-trading, securities-exchange-act-1934

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