CSA Staff Notice 55-315 Frequently Asked Questions about National Instrument 55-104 Insider Reporting Requirements and Exemptions
Question 2

Do Insiders Who Previously Filed Reports But Who Are Not Reporting Insiders Under Ni 55-104 Have To File Anything To Show Their Change In Reporting Status?

Background

1. ABC Inc. (the Issuer) is a reporting issuer in all provinces and territories.

2. I am the CEO of a subsidiary of the Issuer (SubCo). Prior to April 30, 2010, I was required to file insider reports because SubCo was a “major subsidiary” of the Issuer as that term was defined in former National Instrument 55101 Insider Reporting Exemptions (NI 55-101).

3. On April 30, 2010, NI 55-104 came into force. The definition of “major subsidiary” in NI 55-104 has been amended from the definition in NI 55-101 in that the assets and revenue thresholds have been increased from 20% to 30%.

4. SubCo is not a “major subsidiary” of the Issuer as defined in NI 55-104. I am not an insider of the Issuer in any capacity other than as CEO of SubCo. I am therefore not a “reporting insider” for this Issuer under NI 55-104.

Question

1. Do I need to amend my SEDI profile, or otherwise do anything, to disclose the fact that I am not a reporting insider under NI 55-104?

Response

1. No. There is no requirement to file an amended insider profile on SEDI for an insider who has ceased to have reporting obligations because the insider is not a reporting insider under NI 55-104.

2. However, we recommend that an insider who has previously filed insider reports, but as of April 30, 2010 is no longer required to file insider reports because they are not a “reporting insider” under NI 55-104, add a comment on SEDI in the “Remarks” field regarding their change of status. This can be done on either their next transaction to be filed on SEDI or by amending their last transaction already filed on SEDI. A member of the public viewing the insider reports on SEDI will then know why the insider ceased reporting.

Note: section 4.3.1.19 of CSA Staff Notice 55-310 included similar guidance for insiders who previously filed insider reports and then proposed to rely on an exemption from insider reporting in Part 2 or Part 3 of NI 55-101.