Document type: Checklist Practice area: Corporate — Securities Regulation Jurisdiction: United States Last reviewed: 5 September 2026

Section 1 — Infrastructure (before any obligation arises)

  • Filing credentials obtained for every filing entity and individual
  • CIK numbers issued and recorded
  • Power of attorney on file for each individual insider
  • Filing agent engaged or in-house capability confirmed
  • Named filer and named backup designated
  • Structure chart current for fund complexes, showing every entity with voting or investment power

Section 2 — Threshold monitoring (large holders)

  • Daily or intraday position monitoring against 5%, 10%, and 20% thresholds
  • Denominator monitored — issuer buybacks can push a holder over 5% without a purchase
  • Aggregation across funds, managed accounts, general partner, manager, and controlling persons
  • Voting power and investment power computed separately for cover pages
  • Securities acquirable within 60 days included
  • Derivatives inventoried: type, settlement, notional, counterparty
  • Issuer-specific limits checked: rights plan trigger, charter ownership limits, standstills
  • Premerger notification thresholds checked before acquiring
  • Sector approval thresholds checked (banking, insurance, broadcast, utility, gaming, defense)
  • Foreign investment screening analysis, if a non-US investor

Section 3 — Schedule selection

  • Determine eligibility: qualified institution / passive investor / exempt investor / none
  • Written memorandum recording the analysis, its author, date, and the facts relied on
  • Escalation triggers established for re-analysis: nomination, board demand, transaction proposal, solicitation of other holders, cooperation agreement
  • If converting 13G to 13D: cooling-off restrictions on voting and acquiring understood and implemented

Section 4 — Schedule 13D drafting review

  • Item 1–2: security, issuer, filer identity, five-year legal history for each control person
  • Item 3: source and amount of funds, including borrowings and their terms
  • Item 4: purpose — specific current views and intentions disclosed first, then the reservation of possible future actions
  • Item 4 tested against the filer's internal presentations, memoranda, and correspondence
  • Item 5: holdings and all transactions in the prior 60 days, with dates and prices
  • Item 6: every arrangement, including derivatives, voting agreements, and standstills
  • Item 7: joint filing agreement, powers of attorney, transaction schedule, material agreements
  • Cover pages: voting and dispositive power correctly split among filers
  • Signature blocks correct for every filer

Section 5 — Group analysis

  • Has any agreement or understanding been reached with another holder about acquiring, holding, voting, or disposing?
  • Have intentions been shared with another holder before becoming public?
  • Has anyone solicited another holder's support?
  • Is there common counsel, coordinated messaging, or shared research with another holder?
  • If a group exists: joint filing agreement executed and filed; group formation date disclosed
  • Standing instruction issued to investment personnel on communications with other holders
  • Litigation hold considerations: all communications will be produced

Section 6 — Amendments

  • Amendment triggers calendared: 1% acquisition or disposition, material change in plans, entry into or termination of a material agreement
  • "Promptly" understood as days, not weeks
  • Item 4 re-reviewed before every issuer communication, public statement, nomination, and agreement

Section 7 — Section 16: determining coverage

  • Director list current, with appointment and departure dates
  • Officer determination run functionally, not by title: president, PFO, PAO, VPs in charge of a principal unit or function, and any other policy-making person
  • Determination documented for each person considered
  • Re-run annually and on every reorganization
  • Ten percent holders identified using Section 13(d) attribution
  • Departure tracking: insiders remain subject to §16(b) for six months after ceasing to serve

Section 8 — Section 16: onboarding each insider

  • Filing credentials initiated on day one
  • Power of attorney executed
  • Insider trading policy delivered and acknowledged
  • Attribution questionnaire completed (Section 9)
  • Broker notification arrangement established for the insider and every attributed account
  • Form 3 filed within 10 days, reporting attributed holdings with footnotes
  • Added to the pre-clearance list and the matching calendar

Section 9 — Attribution questionnaire

  • Who lives in your household, and do any of them hold or trade company securities?
  • What trusts hold company securities, and what is your role in each?
  • What entities do you control, and do they hold company securities?
  • Do you hold any option, warrant, convertible, swap, collar, or other derivative referencing company securities?
  • Are any of your company securities pledged or held in a margin account?
  • Do you participate in any plan through which company securities are acquired (including an ESPP)?
  • Have you made or received any gift of company securities?

Section 10 — Section 16: exemptions

  • Every equity grant approved in advance by the board or a committee of two or more non-employee directors
  • Share withholding for taxes approved in the plan and in each award agreement — the most commonly missed exemption
  • Option exercises settled with the issuer covered by an approval
  • Repurchases from insiders approved in advance
  • Committee composition confirmed annually against the non-employee director definition
  • Approvals documented specifically, with dates, and retained

Section 11 — Section 16: ongoing operation

  • Matching calendar maintained for every insider, including attributed transactions
  • Pre-clearance required for all transactions, including gifts, trust transfers, plan elections, and attributed accounts
  • Pre-clearance checks: window, possession, matching calendar, exemption
  • Clearance expires within a stated number of business days
  • Form 4 within two business days of every transaction
  • Form 5 within 45 days of fiscal year end, with reconciliation
  • Quarterly reconciliation against transfer agent and stock plan records
  • Rule 10b5-1 plans pre-approved; insiders told the plan provides no §16(b) defense
  • Annual training and acknowledgments

Section 12 — Remediation

Late Schedule 13D: file immediately; disclose the lateness; stop acquiring until filed; expect inquiry.

Inaccurate Item 4: amend promptly and completely.

Unfiled group: analyze honestly; file jointly disclosing the group and its formation date.

Missed Form 4: file immediately; disclose the delinquency in the proxy; fix the cause.

Short-swing match: verify the transactions; compute correctly (lowest purchase to highest sale, ignore loss pairs); test every exemption; notify the insider and the committee; arrange payment within the 60-day demand window so the issuer, not a stockholder, recovers; do not attempt a reversing trade.

Section 13 — The short-swing computation worksheet

Use this whenever a demand arrives or a pre-clearance raises a question.

Step 1. List every purchase and every sale of the issuer's equity securities by the insider and every attributed holder in the relevant period, extended six months in each direction from the transaction under review.

Step 2. Mark each transaction exempt or non-exempt, identifying the specific exemption and the approval supporting it.

Step 3. Among the non-exempt transactions, identify every purchase-and-sale pair falling within any period of less than six months.

Step 4. Match the lowest-priced purchase with the highest-priced sale, for the number of shares in the smaller of the two. Record the profit.

Step 5. Repeat with the remaining shares: next lowest purchase against next highest sale.

Step 6. Ignore any pairing that would produce a loss. Losses are not netted.

Step 7. Total the profits. That is the recoverable amount, regardless of the insider's actual economic result.

Step 8. Before concluding, test the special rules:

  • Was the insider a 10% holder before the purchase? If the purchase is the one that crossed 10%, it is not matchable.
  • Did a sale drop the holder below 10% before the second sale? If so, only the first sale matches.
  • Is the transaction genuinely involuntary and unorthodox, with no possibility of speculative abuse? A narrow exception — check, but do not rely on it for a voluntary transaction.
  • For a fund with a partner on the board, is the fund deputized? If so, the fund's trading matches against the director's.

Section 14 — Annual program review

Complete once a year, documented, and presented to the audit or governance committee.

  • Section 16 officer list re-derived from the current organization chart
  • Attribution questionnaires refreshed for every insider
  • Committee composition confirmed against the non-employee director definition
  • Rule 16b-3 approvals audited: are grants, withholding, exercises, and repurchases all covered?
  • Broker notification arrangements confirmed active for every insider and attributed account
  • Matching calendar audited against transfer agent and stock plan records
  • Pre-clearance log reviewed for completeness
  • Late filings tallied for the proxy disclosure and root causes identified
  • Insider trading policy reviewed against current practice, including 10b5-1 plan terms and cooling-off periods
  • Training delivered and acknowledgments collected
  • Filing credentials confirmed active for every insider and entity
  • For large-holder clients: 13D/13G analyses refreshed; group instructions re-issued; structure chart updated

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