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CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
Introduction

Under Canadian securities legislation, certain insiders

Under Canadian securities legislation, certain insiders (referred to as “reporting insiders”) of reporting issuers, other than mutual funds, are required to file insider reports about their transactions in securities and related financial instruments of their public companies using an internet-based reporting system called SEDI.

SEDI, or the System for Electronic Disclosure by Insiders, is the electronic insider reporting system for reporting insiders to file their insider reports. Reporting issuers also use SEDI to file certain required information that is necessary for their reporting insiders to comply with the insider reporting requirements. The SEDI website is located at www.SEDI.ca.

SEDI is also available to members of the public to search for and view public information about the trading activities of reporting insiders free of charge.

The SEDI electronic reporting requirements for issuers and reporting insiders (referred to as SEDI users) are found in National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI). Companion Policy 55-102CP contains commentary and guidance on the electronic reporting requirements in NI 55-102.

The substantive insider reporting requirements and specific insider reporting obligations are found in National Instrument 55-104 Insider Reporting Requirements and Exemptions. Companion Policy 55-104CP contains commentary and guidance on the insider reporting requirements in NI 55-104.

The Canadian Securities Administrators (CSA) have prepared the questions and answers in this Staff Notice (the QAs) to help SEDI users file information on SEDI. Accordingly, the QAs focus on the filing requirements under NI 55-102. They are intended for general application and should not be relied upon as legal advice. Information about the substantive legal insider reporting requirements is in NI 55-104 and its Companion Policy 55-104CP.

This notice replaces CSA Staff Notice 55-308 Questions on Insider Reporting and CSA Staff Notice 55-310 Questions and Answers on the System for Electronic Disclosure by Insiders (SEDI), which have been or will be withdrawn in the various CSA jurisdictions.

In cases of doubt, SEDI users should obtain appropriate legal advice to determine their obligations under securities legislation.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
Introduction

How are the QAs organized?

The QAs are divided into different sections based on the logical or technical steps in the filing process on SEDI and the type of SEDI filer -insider or issuer. There is also a section on public access to filings and profile information on SEDI.

Please refer to Appendix A for information on how to contact the various securities regulatory authorities and the SEDI operator. Appendix A includes the website addresses of the securities regulatory authorities that publish information on SEDI and the website address of the CSA.

You can also refer to the factsheets and online help feature on the SEDI website (www.SEDI.ca).

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
Introduction

Some Defined Terms

To help you understand some of the frequently used defined terms referred to in the QAs, here is a list of these terms, along with their meanings.

CSA means the Canadian Securities Administrators

NI 55-102 means National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI)

NI 55-104 means National Instrument 55-104 Insider Reporting Requirements and Exemptions

NI 62-103 means National Instrument 62-103 The Early Warning System and Related Takeover Bid and Insider Reporting Issues

related financial instrument [FN 1] generally refers to

(i) a derivative, the value, market price or payment obligations of which are derived from, referenced to or based on the value, market price or payment obligations of a security, or

(ii) any other instrument, agreement, or understanding that affects, directly or indirectly, a person or company’s economic interest in a security

Important note: SEDI does not use the term “related financial instrument”. Instead, for the purposes of SEDI, all instruments – whether securities or related financial instruments – are considered securities.

reporting insider [FN 2] means an insider of a reporting issuer if the insider is

(a) the CEO, CFO or COO of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer;

(b) a director of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer;

(c) a person or company responsible for a principal business unit, division or function of the reporting issuer;

(d) a significant shareholder of the reporting issuer;

(e) a significant shareholder based on post-conversion beneficial ownership of the reporting issuer’s securities and the CEO, CFO, COO and every director of the significant shareholder based on post-conversion beneficial ownership;

(f) a management company that provides significant management or administrative services to the reporting issuer or a major subsidiary of the reporting issuer, every director of the management company, every CEO, CFO and COO of the management company, and every significant shareholder of the management company;

(g) an individual performing functions similar to the functions performed by any of the insiders described in paragraphs (a) to (f);

(h) the reporting issuer itself, if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; or

(i) any other insider that

(i) in the ordinary course receives or has access to information as to material facts or material changes concerning the reporting issuer before the material facts or material changes are generally disclosed; and

(ii) directly or indirectly, exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the reporting issuer

reporting issuer [FN 3] means, generally, a company or other entity that has certain public reporting and other obligations under securities legislation because its securities are publicly traded in the relevant province or territory (please see the definition of “reporting issuer’ under securities legislation)

SEC means the United States Securities and Exchange Commission

SEDAR means the System for Electronic Document Analysis and Retrieval

SEDI means the System for Electronic Disclosure by Insiders

SEDI issuer [FN 4] means a reporting issuer, other than a mutual fund, that is required to comply with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR)

FN 1 The term “related financial instrument’ is defined in securities legislation. The concept of “related financial instrument” is generally intended to refer to derivatives of securities. Commentary and guidance on this term can be found in Companion Policy 55-104CP.

FN 2 As defined in NI 55-104.

FN 3 The term “reporting issuer” is defined in securities legislation.

FN 4 As defined in NI 55-102

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General

Initial steps

Initial steps

SEDI issuers and their reporting insiders must take certain initial steps before they will be able to file information on SEDI.

SEDI Issuers: As a SEDI issuer (or agent of a SEDI issuer), you need to

  • ensure your existing SEDAR profile is accurate and complete
  • register on SEDI
  • file an issuer profile supplement including information about your outstanding securities and related financial instruments that may be held by your reporting insiders

Reporting Insiders: As a reporting insider (or agent of a reporting insider) of a SEDI issuer, or any other person required under securities legislation to file insider reports in relation to a SEDI issuer, you need to

(a) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer, and

(b) interest in, or right or obligation associated with, a related financial instrument involving a security of the reporting issuer.

For more information on registering on SEDI, please see section 2.1 General under Part 2 Registration.

Ongoing requirements

After the initial SEDI registration, profile and initial report are filed, SEDI issuers and their reporting insiders have ongoing obligations and must take certain steps on a continuous basis.

SEDI Issuers: As a SEDI issuer (or agent of a SEDI issuer), your ongoing obligation is to

  • file issuer event reports (to report stock dividends, stock splits, etc.)
  • amend your profile supplement if there is any change in the information disclosed.

SEDI issuers may also choose to file issuer grant reports to report grants of securities and related financial instruments to reporting insiders. For more information on issuer grant reports, see section 3.4 Issuer Grant Report.

Reporting Insiders: As a reporting insider (or agent of a reporting insider) of a SEDI issuer, or any other person required under securities legislation to file insider reports in relation to a SEDI issuer, your ongoing obligation is:

(a) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer, or
(b) interest in, or right or obligation associated with, a related financial instrument involving a security of the reporting issuer.

  • Amend your insider profile if there is any change in the information disclosed.

FN 5 Prior to November 1, 2010, within 10 calendar days.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.3

Who Do I Call For Help With SEDI?

Depending on the type of help you need, call your securities regulatory authority or the SEDI Technical Service Desk.

For example, if you have filing or compliance-related questions regarding SEDI or NI 55-102, such as

  • how to use SEDI to report your insider transactions
  • what information you need to enter on SEDI
  • who must register to use SEDI
  • when must you report transactions

contact your securities regulatory authority (see Appendix A).

Or, if you are having technical problems using SEDI, such as

  • seeing error messages on the screen
  • forgetting your password and/or access key
  • needing your access key or password reset
  • having printing problems

contact the SEDI Technical Service Desk toll-free at 1-800-219-5381 for assistance in English or French.

If you have questions relating to the substantive legal insider reporting requirements in NI 55104 you should seek legal advice.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.5

How Do I Access SEDI?

Go to the SEDI website at www.SEDI.ca. On the introductory page of the website, select the language in which you wish to use the site, either French or English. A ‘Welcome to SEDI’ page will then appear. If you want to search for information filed on SEDI, click on the ‘Access public filings’ link. If you need to file information for the first time, you must register as a SEDI user by clicking on ‘Register as a SEDI user’. For more information on registering, please see section 2.1 General under Part 2 Registration.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.8

What If I File My Report Late, It Is Inaccurate, or I Do Not File It At All?

Reporting insiders and all other persons required under securities legislation to file insider reports in respect of a SEDI issuer are responsible for the filing of complete, accurate and timely insider reports. This is the case whether or not an insider is reporting the information directly or through an agent, or in the case of an issuer that is a reporting insider, through an issuer representative.

The information provided by insiders is published as filed on the SEDI website (www.SEDI.ca).

Under securities legislation, it is an offence to fail to file an insider report in accordance with the requirements and filing deadlines prescribed by NI 55-104 or to submit information in an insider report that, in a material respect and at the time and in the light of the circumstance in which it is submitted, is misleading or untrue. Failure to file an insider report in a timely manner or the filing of an insider report that contains information that is materially misleading may result in one or more of the following:

  • in some jurisdictions, a late filing fee;
  • the reporting insider being identified as a late filer on a public database of late filers maintained by certain securities regulators;
  • the issuance of a cease trade order that prohibits the reporting insider from directly or indirectly trading in or acquiring securities or related financial instruments of the applicable reporting issuer or any reporting issuer until the failure to file is corrected or a specific period of time has elapsed; or
  • in appropriate circumstances, enforcement proceedings.

Securities regulators may also consider information relating to wilful, or repeated, noncompliance by directors and executive officers of a reporting issuer with their insider reporting obligations in the context of a prospectus review or continuous disclosure review. This is because this information may raise questions relating to the integrity of the insiders and the adequacy of the issuer’s policies and procedures relating to insider reporting and insider trading.

For details on late filing fees, and other consequences for late filing, please refer to the factsheet on Late Filing available from the SEDI online help or on the website of the securities regulatory authorities that publish information on SEDI. Also, see Part 10 of Companion Policy 55-104CP.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.9

What If I Am Required To File an Insider Report And SEDI is Not Available?

If you experience unanticipated technical difficulties that make SEDI unavailable, you can meet your obligations to file your insider report by filing your report in paper format with the relevant securities regulatory authority no later than two days after your report is due. As soon as practicable after the technical difficulties have been resolved, you must re-file your report on SEDI.

Prepare your report using Form 55-102F6 and write the words “IN ACCORDANCE WITH SECTION 4.1 OF NATIONAL INSTRUMENT 55-102 SYSTEM FOR ELECTRONIC DISCLOSURE BY INSIDERS, THIS INSIDER REPORT IS BEING FILED IN PAPER FORMAT UNDER A TEMPORARY HARDSHIP EXEMPTION.” in capital letters at the top of the front page.

For more information on the temporary hardship exemption, please refer to Part 4 of NI 55-102 which sets out the temporary hardship exemption.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.10

Where Can I Find The Legal Requirements For SEDI?

You can find the legal requirements for SEDI, including the requirement to create an Insider Profile and file insider reports on the SEDI website (www.SEDI.ca), in NI 55-102 and related materials.

You can find both the legal requirements and exemptions for reporting by insiders in NI 55-104. In Ontario, the principal insider reporting requirements are in Part XXI of the Securities Act (Ontario), but are substantially harmonized with the insider reporting requirements set out in NI 55-104. See Appendix A for a list of the securities regulatory authorities with their contact information and website addresses.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.12

Where Can I Get Information About How To Use SEDI?

You can get information from the SEDI website itself at www.SEDI.ca. It has an online help function which contains a list of frequently asked questions (FAQs), factsheets containing helpful hints, detailed guidance and additional information.

You can also get additional information on SEDI through the

  • Securities regulatory authorities’ websites and contact numbers (see Appendix A), or
  • SEDI Technical Service Desk -1-800-219-5381 (Toll Free) for technical assistance.

Please see question 1.3 for when to contact the SEDI operator and for when to contact a securities regulatory authority.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
1. General
Section 1.14

What Are Some of The Technical Features I Should Keep in Mind When Using SEDI?

Browser Back Button -Try not to use your browser ‘Back’ button to navigate on SEDI. Where it affects system operability, SEDI will disable the use of your browser’s ‘Back’ button. In these instances, clicking the browser ‘Back’ button will not return you to a prior screen – you will remain on the current screen. Alternatively, SEDI will bring you to a screen indicating that you have performed an unauthorized sequence of actions. You can try to exit from this screen by clicking any of the primary or secondary navigation buttons available on the screen (i.e., insider report, insider profile, file insider report, amend or delete insider report, etc.). Depending on the navigation button selected, SEDI will take you out of the “unauthorized sequence of actions” screen to the applicable SEDI screen.

  • Browser Stop Button -If for any reason you click the browser ‘Stop’ button, you must click the browser ‘Refresh’ button in order to proceed.
  • Cancel Button -The ‘Cancel’ button will delete all information previously entered and will cancel the current option. For example, if you selected ‘Create insider profile’ and decide in mid-process that you prefer another option, you would click the – Cancel’ button. SEDI would display the previous option you had selected.
  • Certify Button -The ‘Certify’ button is used to confirm that the information filed electronically is true and complete in every respect. In the case of a filing agent, the certification is based on the agent’s best knowledge, information and belief.
  • Language -The SEDI site is fully bilingual (French and English). You can change to the other language within the site by returning to the ‘Welcome‘ page and clicking the appropriate language button available from the main navigation bar (top right portion of the screen).
  • Next Button -The ‘Next’ button appears when SEDI prompts you to proceed to the next screen.
  • No Draft Capability -SEDI has no draft capability. Make sure you have all the necessary information with you before you begin to file. For security reasons, if you stop entering information on SEDI for more than 20 minutes you will lose all the information you just entered. If you close the browser without properly logging-out, you will be temporarily locked out of SEDI for 30 minutes. You will have to log in and enter the information again.
  • ‘Not Applicable’ Checkbox -All SEDI fields are mandatory, except for certain search criterion fields in the public reports. If the fields do not apply in your case, place a check mark in the ‘Not Applicable’ checkbox.
  • Printer Friendly Version Button -Use the ‘Printer friendly version’ button to display a separate browser window with pre-formatted data that was previously entered. SEDI will trigger a print window offering you print options.
CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General

Before filing any information on SEDI*

Before filing any information on SEDI, a reporting insider, issuer representative or agent must register as a user on SEDI. To do so, you need to

  •  go to the SEDI website (www.SEDI.ca) and click on ‘Register as a SEDI User’ 
  • follow the screen instructions and complete Form 55-102F5 -Register as a SEDI user 
  • print the completed form that is dated and time stamped, and sign it in the space provided 
  • fax or send it to the SEDI operator at the address provided on Form 55-102F5 (fax: 1866-729-8011 within North America or 416-365-9194 outside of North America)

The SEDI operator will then process your registration and activate your SEDI user account.

In order to make filings, you must complete this registration process and have your SEDI user account activated.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.1

Do I Need To Register To Use SEDI?

You need to register on SEDI as a SEDI user only if you need to file something on SEDI. You do not need to register if you simply want to search for information on the SEDI website.

You must be an individual to register on SEDI as a SEDI user. An issuer that has information to file either as a reporting insider or as an issuer must do so through an individual who is registered as the issuer’s representative or agent.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.2

When Do I Need to Register as A SEDI User?

You need to register as a SEDI user in order to file information on SEDI.

An individual who is a reporting insider must either register as a SEDI user or have an agent who is a registered SEDI user before an insider profile or initial insider report can be filed on SEDI.

An issuer that has information to file either as a reporting insider or an issuer must do so through an individual who is registered as the issuer’s representative or agent.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.3

What Information Do I Need to Provide to Register as a SEDI User?

You need to provide the following information:

  • your name
  • name of your employer and your position (if you are registering as an agent)
  • your address (your principal residence if you are a reporting insider or your business address if you are an agent or issuer representative)
  • your daytime telephone number
  • your fax number if available
  • your e-mail address if available
  • the capacity in which you will be using the system, i.e., as a reporting insider, as an agent for reporting insider(s) and/or issuer(s), or as an issuer representative. (You can select more than one SEDI user classification by holding the “CTRL” key.)
  • confidential question and answer (see question 2.1.9)

Note: You should register as a SEDI user only once, even though you may be an agent for many reporting insiders.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.4

In What Category Should I Register on SEDI?

There are different categories of SEDI user depending on whether you are using SEDI as a reporting insider, as an issuer representative, or as an agent.

Each category of SEDI user has access to different functions on SEDI. Depending on the category chosen, you will be able to log on to the relevant SEDI user home page and access the various functions available. Please see questions 2.1.5 to 2.1.7.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.5

When Should I Register as an Insider?

If you are a reporting insider, you should register as an insider if you will be filing an insider profile and insider reports only for yourself and no one else.

If you are filing insider profiles and insider reports for one or more reporting insiders (other than yourself), or information for several issuers you should register as an agent (see question 2.1.7), and not as an insider.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.9

What is The Confidential Question And Answer I Need to Give?

If you forget your password, the SEDI operator will ask you this question to verify that you are who you say you are. You should provide a question for which only you would know the answer. For example, “What is your favourite movie?”, rather than “Which country won the most gold medals at the 2010 Winter Olympics?” You must also provide an answer to the question.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.10

Once I Enter All The Information on The Registration Form (Form 55-102F5), How Do I Have It Validated?*

  • After entering all the information, including your confidential question and answer, you click ‘Next’.
  • SEDI will then display the Register as a SEDI user -Accept terms of use -SEDI user page.
  • Read the Terms of Use -SEDI user and the Collection and use of personal information notice and click ‘Accept’.
  • SEDI will then display the Register as a SEDI user -Certify and submit registration information -Form 55-102F5 page. Click ‘Certify’. SEDI will then display the Certification page. Click ‘OK’.
  • SEDI will then display the Register as a SEDI user -Conditional registration completed page, which will list your SEDI user ID and password. While on this screen, you can either write your SEDI user ID and password down or click on the ‘Print’ button on your browser bar at the top of the page to get a screen print with your SEDI user ID and password. (Note that passwords are case-sensitive. It is recommended that you keep them in a confidential secure place.) You will need them to log on to SEDI in the future.
  • To complete your SEDI registration, click ‘Printer friendly version’ to get a copy of your registration form. You will not get your password on this printout.
  • Sign your registration form and then either fax, deliver or courier it to the SEDI operator using the appropriate address or fax number listed on the form. The SEDI operator will then validate it.
CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.13

How Do I Find Out If My Account Has Been Validated?

When your account has been activated, you will be taken to the proper homepage for your SEDI user type (e.g., insider, agent or issuer representative), and be granted access to the functions associated with your SEDI user type. A SEDI user can also log on to SEDI, and click ‘Your user information’ and verify the Registration status field on the View your user information page. If your SEDI user account has been validated, your registration status should display the word ‘Activated’.

If your account has not been validated, when you log on to SEDI you will be taken to a homepage that advises you to complete the registration process and will only allow you to access your SEDI user information.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.1 General
Section 2.1.14

How Do I Find Out If My Account Has Been Validated?

What if my information changes after I have submitted the form? You can make changes electronically to your SEDI registration form by amending, certifying and submitting the changes to the form online on SEDI. See the SEDI online help available on the SEDI website for instructions. However, we also recommend that you then print the form and fax it to the SEDI operator (fax: 1-866-729-8011).

When registering as a SEDI user, you may elect to receive an e-mail notification of your account activation. If you would like an e-mail notification to be sent when your account is activated, then you must enter an e-mail address in your user registration (Form 55-102F5). If you choose not to enter an e-mail address, then no notification will be sent that your account has been activated (see question 2.1.3)

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.2 Agents
Section 2.2.4

Can I register as an insider, an issuer representative and an agent?

Generally, yes. However, you must select the category that best suits your activity. For example, if you are a reporting insider and you will only be filing insider reports for yourself, you should register as an “insider”.

If you fulfill multiple roles, you must register as an agent. For example, you would register as an agent if you will be filing:

  • insider information for one or more reporting insiders other than yourself
  • issuer information for more than one issuer
  • insider and issuer information for yourself, several insiders and an issuer

Please see questions 2.1.4 to 2.1.7.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.2 Agents
Section 2.2.7

As An Agent, How Do I Access Each Of My Client’S Filings?

You will need to have each client’s access key.

An access key is a unique case-sensitive alpha-numeric code issued by SEDI or the SEDI operator to an insider or SEDI issuer that has filed an insider profile or issuer profile supplement on SEDI. If you set up a client’s insider profile or issuer profile supplement, SEDI will give you their access key. If someone else sets up the client’s profile information, you will need to request the access key from your client.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.2 Agents
Section 2.2.8

Do I, As The Agent For A Reporting Insider, Have To File A Power Of Attorney For Insider Reports Filed On SEDI?

No. However, if you, as an agent, are filing an insider report in paper format in certain circumstances (see question 4.3.7), you still need to file with the relevant securities regulatory authority a power of attorney. However, an agent does not need to file a power of attorney for an insider report of an individual that is filed in paper format under the temporary hardship exemption.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.3 Passwords
Section 2.3.1

How Many Passwords And Access Keys Will I Have As An Agent?

You will have one password as an agent. You will be issued a SEDI user ID and a password for yourself that you will need to log on to SEDI. In addition, if you are filing for a reporting insider, you will be given an insider number and a distinct access key for each insider whose insider profile you create. If you are filing for an issuer, you will be given a distinct access key for each issuer whose issuer profile supplement you create.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.3 Passwords
Section 2.3.2

What do I do if I cannot remember my password?

Call the SEDI Technical Service Desk at 1-800-219-5381. You will be asked a number of
questions, including the confidential question you provided when you registered. If your answer
is correct, a SEDI operator will give you a single use password. You will need to use this single
use password the next time you log on to SEDI. After logging on, SEDI will require you to
generate your own permanent password.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
2 Registration
2.3 Passwords
Section 2.3.3

When Will I Be Issued My Password And Id, As Opposed To My Access Key? How are they different?

You will be issued a password and a SEDI user ID after you complete, certify and submit your SEDI user registration on the system. The password is tied to the SEDI user ID and allows you, as that SEDI user, to log on to SEDI.

Each time you create an insider profile or an issuer profile supplement, SEDI will display an insider number (if you are an insider) and an access key online to you as creator of the profile. In addition, SEDI will also send an e-mail (if an e-mail address is provided) or letter containing the access key to the insider or issuer representative or agent.

An access key is a case-sensitive alpha-numeric code that is connected either to an insider or issuer profile supplement and issued once an insider profile or issuer profile supplement is created. It allows you, as an agent, insider, or issuer representative, to make a filing once the insider profile or issuer profile supplement is created. The system gives one access key per profile. Call the SEDI Technical Service Desk at 1-800-219-5381 if you forget your password or your access key.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
3 Issuer Information

SEDI issuers need to *

SEDI issuers need to file certain information on SEDI. SEDI issuers must create their issuer profile supplement before insiders can file their insider reports. As a SEDI issuer, you need to 

  • ensure your SEDAR profile is accurate and up to date 
  • register on SEDI through a registered issuer representative or agent (see Part 2 Registration) 
  • file your issuer profile supplement (including a list of your issued and outstanding securities and related financial instruments) on SEDI through a registered issuer representative or agent

And then, on a continuous basis: 

  • file any change in the information disclosed 
  • file on SEDI an issuer report when required

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
3 Issuer Information
3.1 General
Section 3.1.2

Do I have to file a report if I am a reporting insider of (a) an income trust, (b) a labour sponsored investment fund corporations (LSIFs) or a labour sponsored venture capital fund corporation (LSVCF), (c) a mutual fund or (d) a limited partnership?

(a) an income trust?

Yes

(b) a labour-sponsored investment fund (LSIF) or labour-sponsored venture capital fund
corporation (LSVCF)?

The answer depends on the province(s) where the LSIF or LSVCF is a reporting issuer
(or equivalent). In certain jurisdictions, such as Alberta, LSIFs and their insiders do not
have to file on SEDI because LSIFs are considered mutual funds. In other jurisdictions,
such as Ontario and Manitoba, LSIFs and their reporting insiders must file on SEDI
because LSIFs are not considered to be mutual funds for insider reporting purposes.

(c) a mutual fund?

No. The insider reporting requirement does not apply to an insider of an issuer that is a
mutual fund (see section 9.1 of NI 55-104).

(d) a limited partnership?

Yes. You need to file insider reports if you are a reporting insider of a limited
partnership that is a reporting issuer and hold securities or related financial instruments
of that limited partnership.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
3 Issuer Information
3.1 General
Section 3.1.7

What Do I Need To File On SEDI?

As a SEDI issuer, you need to file, through a registered issuer representative or agent:

The issuer profile supplement contains information about the issuer, including the designations of its outstanding securities and related financial instruments that its insiders hold, and contact information for the person responsible for insider affairs. The legal form is Form 55-102F3.

The issuer event report contains information about an issuer event. An issuer event is a stock dividend, stock split, consolidation, amalgamation, reorganization, merger or other similar event that affects all holdings of a class of the issuer’s securities in the same manner. The legal form is Form 55-102F4.

An issuer may choose to file issuer grant reports. Issuer grant reports disclose specific information relating to the grant or issue of an issuer’s securities and related financial instruments made to insiders of the issuer pursuant to compensation arrangements.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.1 General
Section 3.1.8

How Do I File Issuer Information On SEDI?

You must be a registered SEDI user and have an active SEDI user account (see Part 2 Registration). Once registered and validated, log onto the system. At your home page, select ‘Create issuer profile supplement’ in order to create the issuer profile supplement for the issuer. Simply follow the on-screen instructions to complete the process. Once this process is completed, you will obtain the issuer access key.

To file an issuer event report you must log on to SEDI and enter the issuer access key for that issuer. From the Issuer activities page, click ‘Issuer event report’ and follow the on-screen instructions to complete the process.

To file an issuer grant report when an issuer grants or issues securities or related financial instruments pursuant to a compensation arrangement, you must log on to SEDI and enter the issuer access key for that issuer. From the Issuer activities page, click ‘Issuer grant report’ and follow the on-screen instructions to complete the process.

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3.1 General
Section 3.1.9

Do Issuers Pay Fees To File On SEDI?

Do issuers pay fees to file on SEDI? What are they, how are they paid and when? SEDI issuers pay fees through the SEDAR system as SEDAR annual filing service charges related to SEDI. The fees are implemented by the SEDAR operator in SEDAR in code updates.

The annual filing service charges effective as of January 1, 2005 are set out in CSA Staff Notice 13-314 2005 Changes to SEDAR Annual Filing Service Charges.

Insiders and the public are not charged any fees to use the system.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.1 General
Section 3.1.10

What Do I Do If I Cannot Access SEDI To File Issuer Information?

If SEDI is unavailable due to technical difficulties for more than a short period, the CSA would consider, depending on the jurisdiction and the circumstances, providing blanket relief from the filing requirements, or otherwise varying the time periods for filing during the period of service interruption.

If unanticipated technical difficulties prevent a SEDI issuer from filing issuer information on SEDI, then that issuer must file that information as soon as practicable after these difficulties have been resolved.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.1

What Is An Issuer Profile Supplement?

The issuer profile supplement provides certain information about the issuer, particularly relating to its outstanding securities and related financial instruments that may be held by insiders, that is additional to the information the issuer files on SEDAR. The issuer profile supplement must contain the information required under Form 55-102F3.

As a SEDI issuer, you need to designate on your issuer profile supplement all types of securities and related financial instruments that may be held by your insiders. However, we recommend that you designate all your issued and outstanding securities and related financial instruments.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.3

What If I Do Not File An Issuer Profile Supplement On SEDI?

If you do not file an issuer profile supplement, you will be in breach of securities legislation. The securities regulatory authorities can take certain actions against issuers not complying with the law, including placing the issuer on a public default list.

Also, by not filing your issuer profile supplement, your insiders will not be able to file their reports on SEDI. You will cause unnecessary inconvenience to them. Your insiders will have to file paper reports relying on the temporary hardship exemption. After you do complete your issuer profile supplement, your insiders will have to file on SEDI every report previously filed in paper format under the temporary hardship exemption.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.4

How Do I Designate The Issuer’S Outstanding Securities And Related Financial Instruments?

Important note: SEDI does not use the term “related financial instrument”. Instead, for the purposes of SEDI, all instruments – whether securities or related financial instruments – are considered securities.

To create a security designation for an outstanding security or related financial instrument, you need to do the following for each:

A list of the security names under each security category on SEDI is set out in Appendix 1 of the SEDI User Guide available on the SEDI website (www.SEDI.ca).

See question 3.2.7 for examples on how to designate specific securities.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.7

How Do I Designate The Following Types Of Securities?

 

1. Asset-backed securities   a) Select   
b) Select  
c) Describe		 ‘Equity’ or ‘Debt’ category
‘Other’ as security name
type ‘Asset-backed Securities’
in the additional description field
2. Options*
(exercisable into common shares
under plan)
for the underlying security
(common shares)		 a) Select  
b) Select
c) Describe
d) Select  
e) Select  
f) Describe		 ‘Issuer derivative’ category
‘Options’ as security name
(if needed, add description)
‘Equity’ category
‘Common shares’ as security name
(if needed, add description)
3. Convertible debentures a) Select  
b) Select  
c) Describe		 ‘Debt’ category
‘Convertible debentures’ as security name
(if needed, add description)

* See also the questions and answers under section 4.4. Reporting for Related Financial Instruments for an explanation of “issuer derivatives” and “underlying security”.

Suggestion: Together, the security name and description will appear as one of the designated securities on this issuer’s list of securities. Its insiders will see and select from this list in order to report transactions and holdings in securities or related financial instruments of that issuer. Make sure to enter any additional words used to describe the specific security or class of security that will distinguish this security or class of security from another that will allow your reporting insiders to choose the appropriate security or related financial instrument. SEDI will compute the total balances of securities and related financial instruments that have the same designation, ownership type and registered holder name combination.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.9

Are Shares And Options The Same Thing?

No. An option is the right to buy or sell a specific security, such as a common share, at a predetermined price within a specified time. A share is a security that represents a residual ownership interest in a company and generally carries voting privileges.

The two are often linked. For example, in the case of an option to acquire shares in a reporting issuer, you must file separate insider reports for each of the following if they occur while you are reporting insider:

  • the acquisition (i.e., grant) of an option;
  • the exercise of an option;
  • the acquisition of the underlying shares;
  • any subsequent sale or transfer of the shares.
CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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Section 3.2.10

What Derivatives Can I Select As A Category Of Securities?

A derivative is generally an instrument that derives its value, directly or indirectly, from an underlying interest, such as a security.

For SEDI, derivatives that are subject to insider reporting requirements may be classified as either “issuer derivatives” or “third party derivatives”. Issuer derivatives are derivatives such as options, warrants and rights issued by a company or other entity directly to its insiders. Share-based compensation instruments, including phantom stock units, deferred share units (DSUs), restricted share awards (RSAs), performance share units (PSUs), stock appreciation rights (SARs) and similar instruments are also generally issuer derivatives.

You can select ‘Issuer derivative’ as a category of security if you, as the issuer, have issued the derivatives. You would then select the appropriate name of the security: ‘options’, ‘rights’, ‘warrants’ or ‘other’. If necessary, you could also add a brief description to the name of the security.

A SEDI issuer cannot designate a third party derivative. Third party derivatives are designated by the insider when the insider files an insider report for those derivatives. Futures, forwards and exchange-traded call or put options are examples of third party derivatives.

For further guidance on how derivatives are reported, please refer to CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization) (REVISED).

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3.2 Issuer Profile Supplement
Section 3.2.11

What If A Class Of Securities On The Drop-Down List Box Of Security Designations Is No Longer Issued Or Outstanding?

You should amend your issuer profile supplement and indicate that this security is now to be listed as an ‘Archived security’. Insiders will still be able to report transactions in these securities, using the ‘Archived security’ list.

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Section 3.2.12

What if I entered the wrong type of security or related financial instrument? Can I remove it?

No. You must contact your securities regulatory authority (see Appendix A) and request that the SEDI operator remove that security from your list of designated securities and related financial instruments. The SEDI operator can only remove the security or related financial instrument after receiving written authorization from the issuer’s representative to remove it.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.13

Who Is An Insider Affairs Contact?

An insider affairs contact is the contact person for an issuer whom any of the securities regulatory authorities will contact regarding the issuer and the issuer profile supplement, if there is an issue that a securities regulatory authority needs to discuss with that issuer. You need to include this individual’s full name, business address, business telephone number and business email address on the issuer profile supplement.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.14

Why Do I Need To Give Insider Affairs Contact Information?

When an insider creates an insider profile and therefore specifies that insider’s relationship with at least one SEDI issuer, SEDI will send an e-mail notification to the insider affairs contact for that issuer. If at any point the issuer has any concerns about the individual identified as the insider, the issuer should contact their local securities regulatory authority.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.15

How Does A SEDI Issuer Change Its Information On SEDI?

Your issuer information on SEDI is composed of the information you filed on SEDAR (SEDAR profile) and the information you filed on SEDI under the issuer profile supplement. Your SEDAR profie information is automatically transferred over to SEDI. Your issuer profile supplement includes your

  • issuer name
  • insider affairs contact information
  • security designations
  • confidential question and answer.

You amend SEDI information, such as your insider affairs contact information and security designations, on SEDI as an amended issuer profile supplement. You need to amend SEDAR information, such as your head office or mailing address, on SEDAR.

If you need to change information filed on SEDI, log on, go to the Issuer Profile Supplement page, and follow the on-screen instructions. If you need to change the information that comes from SEDAR, you need to contact your SEDAR filing agent and have the agent amend this information.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.2 Issuer Profile Supplement
Section 3.2.16

Do I Designate In The Issuer Profile Supplement All Types Of Issued Securities And Related Financial Instruments, Not Just The Ones Issued Currently To Insiders?

We recommend that you designate all your issued and outstanding securities and related financial instruments.

Remember: SEDI does not use the term “related financial instrument”. Instead, for the purposes of SEDI, all instruments – whether securities or related financial instruments – are considered securities.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.3 Issuer Event Report
Section 3.3.2

What Is An Issuer Event Report?

It is a report filed by a SEDI issuer on SEDI. This report provides notice to insiders and members of the public that an issuer event has occurred. It helps insiders to report more accurately any changes in their securities or related financial instrument holdings that may result from the issuer event. The information that you need to complete this report is set out in Form 55-102F4.

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3.3 Issuer Event Report
Section 3.3.4

When Do I Need To File An Issuer Event Report?

You need to file an issuer event report no later than one business day following the occurrence of an issuer event. For example, for a stock split, you report the event within one business day after the issuer issues the securities resulting from the stock split. As a preferred practice, you should report the event following the close of markets on the day of the event or before the opening of the markets on the day after the event occurred. See question 3.3.12.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.3 Issuer Event Report
Section 3.3.5

What Information Do I Need To File?

The information is set out in Form 55-102F4. This information includes the:

The online help guide (available on the SEDI website by clicking ‘Help’) gives additional instructions on how to complete the report and provides examples.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.3 Issuer Event Report
Section 3.3.6

Why Do I Need To File This Report?

The report notifies your insiders that an issuer event has occurred that may affect their holdings. It helps them to report accurately changes in their holdings in the securities or related financial instruments affected by the event. Whenever you file an issuer event report, an alert will appear on the screen the next time an affected insider logs on to SEDI. The alert notifies the insider an issuer event report was filed and identifies the particulars of that event.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.3 Issuer Event Report
Section 3.3.8

Do I File One Report Or Several Reports If A Number Of Transactions Comprise The Issuer Event?

One report can be used to report several ‘sub-events’ in connection with the same event, all happening on the same day. However, you should fully describe all pertinent ‘sub-events’ in the issuer event title and issuer report details fields.

For example, an issuer event can be an amalgamation that is composed of a share exchange and also a consolidation (of the resulting company’s) share capital. You would report the event as follows:

  • Issuer event: Amalgamation, merger or reorganization
  • Issuer event title: Amalgamation of ABC Ltd. and DEF Corp. into XYZ Ltd. and consolidation of DEF Corp. shares
  • Issuer report details: describe the relevant information for both the amalgamation and consolidation aspects of the event and the impact on insider holdings.
CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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Section 3.3.9

What Information Do I Need To Provide In The ‘Issuer Report Details’ Field?

You need to include a description of the issuer event by providing the following information:

  • a description of the affected securities and related financial instruments along with their respective numbers or amounts, as disclosed in the issuer profile supplement, for that issuer
  • the name of the resulting issuer, if applicable
  • designation of all resulting securities and related financial instruments along with their respective numbers or amounts, if applicable
  • the exchange or conversion rates, if applicable
  • a description of the resulting securities and related financial instruments as created in the issuer profile supplement in SEDI, if applicable
  • the number of resulting securities and related financial instruments rounded up or down to the nearest share.

Include a description of the issuer event in either English or French, or both where appropriate.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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Section 3.3.11

Can I Provide Some Information Just To The Securities Regulators That Is Not Viewable By The Public?

Yes, you can provide additional information concerning the issuer event to staff of the securities regulatory authorities in the ‘Private remarks to securities regulatory authority’ field. The public, including the issuer’s insiders, will not have access to this information.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.3 Issuer Event Report
Section 3.3.12

When Do I File An Issuer Event Report Versus A Material Change Report?

You need to file an issuer event report when an event affects the entire class of securities or related financial instruments in the same manner. This may also be a material change. [FN 6] If so, you will also need to file a material change report. However, not all material changes are issuer events. For example, while a company buy-back of shares might be considered a material change, it would not be an issuer event. Please see question 4.5.1 for how to report transactions under a normal course issuer bid.

FN 6 As defined in securities legislation.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.4 Issuer Grant Report
Section 3.4.1

What Is An Issuer Grant Report?

What is an issuer grant report? An issuer grant report is a report filed by an issuer on SEDI that publicly discloses the details of compensation arrangements under which grants of stock options or similar instruments are made to reporting insiders. While there is no obligation for an issuer to file an issuer grant report, it may choose to do so to assist its reporting insiders with their reporting obligations, provide them with the benefits of an exemption and communicate material information about its compensation practices to the market in a timely manner.

The issuer grant report exemption reduces the regulatory burden on reporting insiders that is associated with insider reporting of stock options and similar instruments since it allows an issuer to make a single filing on SEDI. This filing provides the market with timely information about the existence and material terms of the grant, and makes it unnecessary for each of the affected reporting insiders to file an insider report about the grant within the ordinary reporting time periods.

It contains the information listed in question 3.4.4.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.4 Issuer Grant Report
Section 3.4.3

When Do I File An Issuer Grant Report?

The deadline for an issuer to file an issuer grant report is effectively within five days [FN 7] of a grant or award. This is because the exemption in Part 6 of NI 55-104 for reporting insiders is available only when an issuer grant report is filed within the time prescribed for filing insider reports.

Reporting insiders will be in breach of their individual insider reporting obligations if the issuer has not filed the report within five days of the grant, and the reporting insiders have not filed their insider reports. We therefore recommend that the issuer file the issuer grant report as soon as reasonably practicable following the grant, award or issue of securities or related financial instruments to reporting insiders.

FN 7 Prior to November 1, 2010, within 10 calendar days.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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3.4 Issuer Grant Report
Section 3.4.4

What Information Do I Need To Provide In An Issuer Grant Report?

The issuer grant report discloses the details of a compensation arrangement and must include

  • the date the option or other security or related financial instrument was issued or granted;
  • the number of options or other securities or related financial instruments issued or granted to each director or officer;
  • the price at which the option or other security or related financial instrument was issued or granted and the exercise price;
  • the number and type of securities or related financial instruments issuable on the exercise of the option or other security or instrument; and
  • any other material terms that have not been previously disclosed or filed in a public filing on SEDAR.
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3.4 Issuer Grant Report
Section 3.4.6

If An Issuer Files An Issuer Grant Report, When Do The Reporting Insiders Need To File Insider Reports About The Grant?

If an issuer files an issuer grant report within five days [FN 8] of a grant, award or issue of securities or related financial instruments, the reporting insiders named in the issuer grant report can report the grant on a deferred basis. Instead of reporting the grant within the usual five day reporting timeframe, the reporting insiders have until March 31 of the next calendar year to report the grant or award.

If, subsequent to the grant and prior to March 31 of the next calendar year, the reporting insider disposes of or transfers the securities or related financial instruments identified in the issuer grant report (other than as part of a specified disposition), the reporting insider must file an insider report within five days of the disposition or transfer.

FN 8 Prior to November 1, 2010, within 10 calendar days.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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Section 3.4.7

What Happens If I Do Not File An Issuer Grant Report?

There is no requirement to file issuer grant reports. If an issuer chooses not to file an issuer grant report, the issuer should notify reporting insiders of a grant, award or issue of securities and related financial instruments in a timely manner so that those insiders can meet their individual reporting obligations within the period prescribed for filing insider reports.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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Reporting insiders of SEDI issuers*

Reporting insiders of SEDI issuers, and any other person required under securities legislation to file insider reports, must file insider reports in electronic format using SEDI. To file your insider reports on SEDI, you need to:

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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4.1 General
Section 4.1.1

Do I Have To Use SEDI To File My Insider Reports?

If you are a reporting insider of a SEDI issuer, you need to file insider reports using SEDI unless you are exempt under NI 55-104 or NI 62-103 or have been otherwise exempted by a securities regulatory authority. In certain cases, you may file insider reports in paper format rather than on SEDI. Please see question 4.3.7 below for a list of exceptional situations where you may file your report in paper format.

CSA Staff Notice 55-316 Questions and Answers on Insider Reporting and SEDI
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4.1 General
Section 4.1.4

When Do I Need To File My Insider Reports On SEDI?

You need to file your insider reports on SEDI as follows:

  • if you beneficially own (or have, or share, direct or indirect control or direction over) securities or related financial instruments of a SEDI issuer, within 10 calendar days of first becoming an insider required by securities legislation to file insider reports,
  • if you are already a reporting insider of a SEDI issuer, within five calendar days [FN 9] of:

 

SEDI issuers are reporting issuers, other than mutual funds, that file disclosure documents on SEDAR. You can check the SEDAR website, www.sedar.com, to find out whether your company files disclosure documents on SEDAR.

FN 9 Prior to November 1, 2010, within 10 calendar days.

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Section 4.1.5

Do I Need To Do Anything On SEDI Before Using SEDI To Report My Transactions?

To use SEDI to file your own insider reports, you first need to register as a SEDI user. To register, complete the SEDI User Registration Form (Form 55-102F5), sign a printed copy and send it to the SEDI operator. The SEDI operator will review your registration request and, once validated, will activate a SEDI user account for you on SEDI. You cannot file insider reports until the registration process is completed. Please refer to Part 2 Registration.

You do not need to register or file insider reports on SEDI yourself. You can use an agent to file for you. The agent must be an individual who is already registered as a SEDI user.

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