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:
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.
No. You can have an agent that is registered as a SEDI user file the reports for you. (See Part 2 Registration)
As an insider required by securities legislation to file insider reports, you (or your agent) must file on SEDI your insider profile (see section 4.2 Insider Profile) and your insider reports (see section 4.3 Insider Report).
You need to file your insider reports on SEDI as follows:
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.
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.
No, you cannot file your insider profile or your insider report until your registration is validated. Once the registration process is complete, you will be able to make filings that will be made publicly accessible.
See the definition of reporting insider in the Defined Terms section of this notice or seek legal advice.
Yes. You need to report your holdings of securities and related financial instruments of the SEDI issuer of which you are a reporting insider, and any changes in these holdings unless you are within an exemption in NI 55-104 or NI 62-103 or have been otherwise exempted by a securities regulatory authority.
Yes. In certain situations, the “look-back” rules in subsections 1.2(2) and 1.2(3) and section 3.5 of NI 55-104 may require you to file an insider report on SEDI in relation to certain historical transactions.
Issuer as insider of reporting issuer – If an issuer (the first issuer) becomes an insider of a reporting issuer (the second issuer), the CEO, CFO, COO and every director of the first issuer must file insider reports in respect of transactions relating to securities and related financial instruments of the second issuer that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of the first issuer.
Reporting issuer as insider of other issuer – If a reporting issuer (the first issuer) becomes an insider of another issuer (the second issuer), the CEO, CFO, COO and every director of the second issuer must file insider reports in respect of transactions relating to securities and related financial instruments of the first issuer that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of the second issuer.
Example – If a reporting issuer (A Co) owns 5% of the common shares of another reporting issuer (B Co), and then acquires, on June 30, 2011, an additional 25% of B Co’s common shares through an exempt take-over bid, A Co will have become an “insider” (as defined in securities legislation) of B Co on June 30, 2011 because A Co has become a “significant shareholder” (as defined in NI 55-104) of B Co as of that date.
As a result of the special designation/determination provisions in subsections 1.2(2) and (3) of NI 55-104, the CEO, CFO, COO and every director of A Co are designated or determined to be insiders of B Co and the CEO, CFO, COO and every director of B Co are designated or determined to be insiders of A Co. (Section 1.2 of NI 55-104 uses the terms “designated” and “determined” to reflect the different terms used in securities legislation across Canada. They mean the same thing.)
Note that the CEO, CFO, COO and every director of A Co will also be insiders and reporting insiders of B Co under the ordinary definition of “insider” and “reporting insider”. However, the CEO, CFO, COO and every director of B Co would not normally be insiders and reporting insiders of A Co (unless they were insiders and reporting insiders in another capacity) since B Co would not be a “subsidiary” of A Co.
There are special reporting rules that apply to the period that precedes a take-over bid or similar acquisition. The purpose of these provisions is to address concerns over directors and officers of a company proposing to acquire a significant interest in another company by unlawfully “frontrunning” the acquisition through personal purchases of shares of the second company.
Section 3.5 of NI 55-104 requires the CEO, CFO, COO and every director of A Co to file insider reports in respect of transactions relating to securities and related financial instruments of B Co that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of A Co. Similarly, the CEO, CFO, COO and every director of B Co must file insider reports in respect of transactions relating to securities and related financial instruments of A Co that occurred in the previous six months or for such shorter period that the individual was a CEO, CFO, COO or director of B Co. When filing these transactions, we recommend that you select relationship code 8 on your insider profile.
As a reporting insider of a SEDI issuer, you need to report any securities and any related financial instruments of that SEDI issuer that your spouse (or any other person) owns if you have or share control or direction, whether direct or indirect, over those securities or related financial instruments.
A person will generally have or share control or direction over securities if the person directly or indirectly through any contract, arrangement, understanding or relationship or otherwise has or shares
We recommend that you file an opening balance for the new reportable security or related financial instrument and add a note in the general remarks field to explain that the balance reflects what you held on a specific date (e.g. April 30, 2010, the date NI 55-104 came into effect) rather than what you held on the date you became an insider.
You can cease filing insider reports on SEDI, provided you have reported all transactions that took place when you were required to file insider reports. Also, see question 4.2.10.
An insider profile contains information identifying you as the insider, and your relationship with one or more SEDI issuers. The information required is set out in Form 55-102F1. You must not file more than one insider profile.
You need to file your insider profile and opening balance reports within 10 calendar days of becoming a reporting insider if you beneficially own, or have or share direct or indirect control or direction over, securities or related financial instruments of the issuer of which you are a reporting insider.
Note that if you enter into a reportable transaction within 10 calendar days of becoming a reporting insider, this may have the effect of accelerating your requirement to file an insider profile and opening balance report, since you need to take these steps before you can file a report about the reportable transaction. See example below.
If you are a reporting insider or otherwise required by securities legislation to file insider reports in respect of a SEDI issuer, but do not own or control securities or related financial instruments relating to that SEDI issuer, you do not need to file an insider profile until an insider report is required. However, if you wait until you are required to file an insider report, you must file your insider profile at the same time.
Alternatively, you can set up and file your insider profile with a zero opening balance report (for each security, ownership type and registered holder combination) after you or your agent are registered as a SEDI user, but before any of your insider reports are due.
Example: New Reporting Insider
Question
1. On November 1, 2010, I became a director of ABC Inc. and therefore a “reporting insider” for this issuer under NI 55-104.
2. I understand that, in accordance with section 3.2 of NI 55-104, I am required to file my initial report within 10 calendar days of becoming a reporting insider. Accordingly, my initial report would appear to be due on November 10, 2010.
3. On November 3, 2010, I purchased 100 common shares of ABC Inc. in a market transaction.
4. According to section 3.3 of NI 55-104, I am required to file an insider report within five calendar days of any change in my ownership or control of securities or interests in or rights or obligations associated with a related financial instrument. Accordingly, my insider report for this transaction would appear to be due on November 8, 2010.
5. What is my deadline for the initial report? What is my deadline for reporting the purchase of 100 shares?
Response
1. The deadline for filing the initial report would ordinarily be November 10, 2010. However, as a result of the purchase of 100 shares on November 3, 2010, the deadline for filing the initial report has effectively been accelerated to November 8, 2010. This is because, in order to be able to file an insider report about the purchase of 100 shares by the required due date of November 8, 2010, it will first be necessary to file the initial report.
2. The deadline for filing the report about the purchase of 100 shares is, in this example, November 8, 2010.
You need to include:
For the confidential question and answer, 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 provide an answer to this question. If you forget your password, the SEDI operator will ask you this question to verify that you are who you say you are.
The opening balance date is used for all opening balances for this issuer and should be a date prior to the date of any transactions that you are required to report on SEDI in connection with a SEDI issuer.
You need to file a separate insider report for each company that is a reporting issuer and in which you own or have interests in securities or related financial instruments. You need to file one insider profile and indicate the names of all the companies of which you are a reporting insider. If you use an agent to file for you, we recommend that you only use one. However, if you choose to have different people file insider reports for you for these different companies, you must make sure that only one insider profile is created for you. You may wish to have one agent set up the profile for you, and then share your access key with all of your other filing agents.
You need to amend your profile on SEDI. You must do this within 10 days if you change your name or your relationship to a SEDI issuer, or if you cease to be a reporting insider of a SEDI issuer. For other changes, you can amend your profile the next time you have to file an insider report.
You should contact the issuer to ask whether the issuer has filed its issuer profile supplement on SEDI. If the issuer has not yet done so, it may be in default of its reporting requirements and you will be unable to file an insider report on SEDI for any securities and related financial instruments of that issuer. Encourage the issuer to file its issuer profile supplement so that you can file your insider profile. You may also contact your local securities regulatory authority as soon as possible to advise them of this.
If your report is due and you cannot file your insider report on SEDI because the issuer has not filed its issuer profile supplement, you can file your report in paper form (Form 55-102F6) under the temporary hardship exemption. However, when you become aware that the issuer has filed its issuer profile supplement, you will have to re-file your insider report on SEDI. See NI 55-102, section 4.1. See questions 1.9 and 4.3.7 (temporary hardship exemption).
No. For insider reporting, the term “registered holder” means the entity through which you beneficially own or control securities such as an RRSP, holding company, family trust, or the person or company that owns the securities over which you have control or direction. Securities owned directly but held through a nominee such as a broker or book-based depository, are considered direct holdings. See Form 55-102F1, item 14, and Form 55-102F2, item 6.
Whenever you create an insider profile and file an insider report, SEDI will prompt you to indicate how you (or your insider, if you are an agent, filing for an insider) hold the securities.
You can hold your securities in the following three ways:
(1) You can hold them directly. For example, you can hold the securities in an account with your broker, but the account is in your name.
(2) You can hold them indirectly. For example, you beneficially own common shares in X Co. but the registered owner is another entity such as a holding company, an RRSP, or a family trust.
(3) You can have control or direction over them. You have control or direction over the securities if you, directly or indirectly, through any contract, arrangement, understanding or relationship or otherwise have or share
This would include having control or direction over the securities through a power of attorney, a grant of limited trading authority, or management agreement. For example, you set up a trust for your children in which X Co. securities are held. Because of your relationship with your children, you need to report your children’s holdings, because you could direct your children to purchase or sell those securities. This may also be the case if your spouse owns the securities, but you have control or direction over those securities.
If you choose either ‘Indirect’ or ‘Control or Direction’, SEDI will prompt you to add the name of a registered holder. The registered holder is the entity through which you beneficially own the securities, such as an RRSP, holding company, family trust, or the person or company that owns the securities over which you have control or direction.
Once you have ceased to be a reporting insider you are no longer required to report your insider transactions on SEDI. There are no requirements to update your insider profile to reflect the change. However, we recommend that you add a public remark to your last filed transaction advising that you are no longer required to report and will cease reporting your transactions on SEDI effective the date of the change in your status.
If you wish, you can add the name and contact information of a person that the securities regulatory authorities or the SEDI operator could contact, instead of you, regarding your filings for a particular SEDI issuer. This person should be an individual who has your permission and authority to speak on your behalf regarding your insider reports and filings on SEDI. Alternatively, you could also put additional contact information for yourself if you do not wish to be contacted at your residential address. None of this additional contact information is released to the public. If you wish to provide this optional information, you need to enter the information for each particular issuer for which you are an insider.
If you have not previously filed an insider report for the issuer, enter the date on which you became an insider of this issuer.
If you have previously filed an insider report for this issuer, enter the opening balance date. This date will be used for all opening balances for this issuer and should be prior to the date of any transactions required to be reported for this issuer on SEDI.
If you already own or control, directly or indirectly, securities or related financial instruments relating to a SEDI issuer, you need to file your insider profile and opening balance reports within 10 calendar days of becoming a reporting insider. You need to file a report of any changes to your holdings within five calendar days [FN 10] of the change.
Note that if you enter into a reportable transaction within 10 calendar days of becoming a reporting insider, this may have the effect of accelerating your requirement to file an insider profile and opening balance report, since you need to take these steps before you can file a report about the reportable transaction. See the example in question 4.2.2. Certain exemptions may allow you to report changes in your holdings later, for example, changes resulting from an automatic share purchase plan. See question 4.5.2.
FN 10 Prior to November 1, 2010, within 10 calendar days.
SEDI is the electronic filing system for insider reporting. You need to file an insider report in all provinces and territories in which the company (or other entity) of which you are a reporting insider is a reporting issuer.
Filing an insider report on SEDI satisfies the insider reporting requirements in all provinces and territories in which you have insider reporting obligations relating to that reporting issuer.
What type of report do I file when I first become a reporting insider of a SEDI issuer and own securities or related financial instruments of that issuer? You need to file an initial opening balance report within 10 calendar days of the date you first become a reporting insider of a reporting issuer if you have reportable securities or related financial instruments on that date. In your report, you must disclose your beneficial ownership of, or control or direction over (whether direct or indirect), securities and interests in or rights or obligations associated with related financial instruments of that issuer.
You will initially need to file (create) an insider profile in the system before you can file this opening balance report. Once your insider profile is filed, you can then file your opening balance report, disclosing all your current holdings in the securities and related financial instruments of the SEDI issuer. For each particular type of security and related financial instrument, the system will ask you to input an opening balance.
If you do not have any interests in any securities or related financial instruments of the reporting issuer when you first become a reporting insider, you do not need to file an insider profile or an initial opening balance. You may choose to set up an insider profile and file a zero balance opening balance report. If you choose to file a zero opening balance report, all subsequent reports, including your first insider report of a transaction in the securities or related financial instruments of the issuer must be filed within five calendar days [FN 11].
Otherwise, the first insider report you will file will be when you have your first transaction in securities or related financial instruments of the reporting issuer. At this time you will need to set up an insider profile (if you have not already done so) and file the initial report within five calendar days after you made this first transaction. All subsequent reports must also be filed within five calendar days.
Note that if you enter into a reportable transaction within 10 calendar days of becoming a reporting insider, this may have the effect of accelerating your requirement to file an insider profile and opening balance report, since you need to take these steps before you can file a report about the reportable transaction. See the example in question 4.2.2.
FN 11 Prior to November 1, 2010, within 10 calendar days.
After you have made your initial SEDI report, you need to file an insider report within five calendar days [FN 12] of the date on which any change in your holdings of the reporting issuer occurs.
You need to file an insider report on SEDI, disclosing your transactions in those securities that have resulted in a change in your beneficial ownership of, or control or direction over, them. You do not need to report closing balances if the balances did not change and you have already reported them. SEDI calculates and maintains a record of all these holdings as reported previously.
FN 12 Prior to November 1, 2010, within 10 calendar days.
SEDI will automatically record the date and time (in the Eastern Time Zone) that your insider report is filed on SEDI. To print the insider report you have filed and certified with the date and time of filing, click the “Printer friendly version” button from the File insider report – Completed screen. You can also verify that your insider report has been filed by logging off and then accessing the public reports. You will need to wait about five minutes for the system to update the information you have just filed before your transactions will appear on the public reports.
You (or an agent on your behalf) need to file insider reports electronically on SEDI, unless you are exempt from insider reporting requirements under provincial securities legislation or an order of the relevant securities regulatory authority. In certain circumstances, however, you may need to file insider reports in paper format rather than on SEDI. These would include:
(1) Reporting insider of a non-SEDI issuer – You are a reporting insider of a non-SEDI issuer (i.e., a foreign reporting issuer who has not elected to file disclosure documents on SEDAR) that is required by securities legislation to report insider transactions and you are not otherwise exempt from the insider reporting requirements;
(2) Report by Registered Holder – You are a registered holder of voting securities of an issuer and you know the beneficial owner (or in Quebec the person who has control or direction over such securities) is a reporting insider that is required by securities legislation to report insider transactions but this insider has not filed a report of the ownership or control (except where there was a transfer for giving collateral for a genuine debt);
(3) General Exemption – You are granted a discretionary exemption from filing insider reports on SEDI by the relevant securities regulators, upon application under NI 55-102, Part 6. Depending on the circumstances, one of the conditions to that exemption may be that you file insider reports in paper format;
(4) Unanticipated Technical Difficulties (Temporary) – You are having unanticipated technical difficulties, i.e., SEDI is unavailable due to technical problems with SEDI, when trying to file your insider report in electronic format;
(5) No Issuer Profile Supplement (Temporary) – You are the insider of a SEDI issuer that has not yet filed its issuer profile supplement and your insider report is due.
Note that (4) and (5) are only temporary exemptions from filing on SEDI. They are available to insiders. (However, for issuers, please see the exemption in the answer to question 3.1.10.) You need to file the report in paper format using Form 55-102F6. See question 1.9 for further details.
You must file this report within two business days of when the report was due to be filed on SEDI. Once you have resolved the technical difficulties or you become aware that the issuer has filed its issuer profile supplement, as applicable, you must re-file your insider report on SEDI. You should therefore only use the exemptions in (4) and (5) when the circumstances allowing you to use the exemption arise and your report is due. See Part 4 of NI 55-102.
You can find Form 55-102F6 in the additional information section of the SEDI online help.
Your report will be filed only if you completed the process and certified your filing. To check, log off the system and wait at least five minutes. After waiting, go to the SEDI website and click on “Access public filings” to now view your report as a public record.
Generally, you need to file your reports on SEDI if that issuer files disclosure documents on SEDAR.
However, you do not need to file insider reports if:
and you comply with the U.S. federal securities law regarding insider reporting and you file the required reports with the SEC.
Generally, the insider reporting requirement does not apply to an insider of a Designated Foreign Issuer provided you comply with the disclosure requirements related to insider reporting in the jurisdiction where the foreign issuer is regulated. See Part 5 of NI 71-102.
It is important to use the correct codes to avoid any uncertainty as to the nature of your transaction and to avoid misleading the marketplace.
You use codes to describe:
For a current list, see the instruction page of Form 55-102F6 (available on SEDI though the on-line help and the securities regulatory authorities’ websites -see Appendix A).
When you file your first insider report for a particular security (and registered holder, if applicable), the system will always ask for the opening balance before you can file actual transaction details. This is required in order to enable SEDI to automatically calculate your holdings of that security as of the date of your transaction.
You should enter the total number for the type of security you held as of your opening balance date. (You will have entered this date on your insider profile and it will appear on the opening balance screen as ‘Date of transaction’). If you did not hold that type of security as of the date of your last opening balance, you should enter ‘0’ as your opening balance.
You can use decimals and fractions in the unit price or exercise price and conversion or exercise price fields on SEDI. When a decimal is used for amounts in cents (with no dollars), please also enter the ‘0′ before the decimal, i.e., ‘0.11′ for eleven cents. Please round up or down fractional amounts for securities. SEDI allows the use of a comma in the General or Private remarks fields only.
You can add additional information in the ‘Remarks’ field. If you do not want the additional information to be public, use the ‘Private remarks to securities regulatory authority’. To the extent that more space is needed, you may wish to consider cross-referencing a document already publicly disclosed that has this information, such as a press release or a material change report.
You can change this information by filing on SEDI an amended insider report.
The first time you file on SEDI, you must report all of your holdings of securities and related financial instruments of the SEDI issuer. Subsequently, you only need to report changes in interests in, or new interests in securities and related financial instruments, or changes in control or direction over, securities and related financial instruments of the SEDI issuer.
You should add a comment in the “Remarks” field explaining that you are no longer a reporting insider or are exempt. You can do this either on your next transaction to be filed on SEDI or by amending your last report already filed on SEDI. A member of the public viewing your insider reports on SEDI will then know why you have ceased reporting.
You may not need to file an insider report when you file an EWR or AMR if you can use the exemption provided in Part 9 of NI 62-103. The EWRs and AMRs are filed on SEDAR.
Generally no. Please see the exemption in section 9.4 of NI 55-104.
A related financial instrument is an instrument, agreement, security or, in some jurisdictions an exchange contract, that has a value based on, derived from, or otherwise referenced to the value, market price or payment obligations of a security. The term also includes any other type of instrument, agreement or understanding that affects, whether directly or indirectly, a person or company’s economic interest in a security or exchange contract.
For further explanation of related financial instruments and economic interest, see Part 1 of Companion Policy 55-104CP.
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. For the purposes of SEDI, the category of “security” includes two subcategories relating to derivatives:
Please refer to the derivatives section in the online help on SEDI for additional information about derivatives reporting.
You need to report all of your interests in, or rights or obligations associated with, related financial instruments in accordance with the requirements of securities legislation. For guidance on reporting related financial instruments and economic interest, see Part 1 of Companion Policy 55-104CP.
An underlying security is a security you would acquire or dispose of if you exercised the rights you acquired when you purchased a different security. For example, if you have options that are exercisable into common shares, the common shares are the “underlying securities”. On SEDI, you must report both the initial securities you acquired and their underlying securities and related financial instruments.
Example: You were granted options under your company’s stock option plan. The options are convertible into common shares on a 1:1 basis when you exercise your options.
You must report the grant as follows:
If you exercise the options, you must report the exercise as follows:
Under NI 55-104 an issuer can report acquisitions in connection with normal course issuer bids (as defined in NI 55-104) within 10 days of the end of the month in which the acquisitions occurred, as opposed to within five calendar days [FN 13] of the transaction. NI 55-104 requires you to report each acquisition.
We recommend that you report transactions under a normal course issuer bid within 10 calendar days of the end of the month, in the following manner.
Step 1:
Report each acquisition of securities that took place under the normal course issuer bid as a separate transaction, with the appropriate nature of transaction code 38 Redemption/retraction/cancellation/repurchase.
Step 2:
Report each cancellation of securities acquired under the normal course issuer bid as a separate transaction using the relevant nature of transaction code 38 Redemption/retraction/cancellation/repurchase.
FN 13 Prior to November 1, 2010, within 10 calendar days.
Any securities acquired under an automatic securities purchase plan during a calendar year that have not been disposed of or transferred, and any securities that have been disposed of or transferred as part of a specified disposition of securities, must be reported on or before March 31 of the next calendar year. You should report acquisitions under your automatic share purchase plan using the nature of transaction code 30 for each transaction.
Any securities acquired under an automatic securities purchase that are subsequently disposed of or transferred, other than as part of a specified disposition of those securities, must be reported within five days [FN 14] of the disposition or transfer.
For further guidance on reporting securities acquired, disposed of or transferred under an automatic securities purchase plan, see question 4.5.3 below, and refer to Part 5 of Companion Policy 55-104CP. See also Part 6 of NI 55-104 for reporting exemptions for issuer grants.
FN 14 Prior to November 1, 2010, within 10 calendar days.
Whether or not you should indicate the ESOP or DRIP as the “registered owner” depends on whether the ESOP or DRIP is the “beneficial owner” of, or has control over, the securities. The answer may be different depending on the terms of the particular plan. If you have the right to vote or sell securities held in a plan, you would normally be considered to hold these securities directly. You should speak to your employer to find out whether the ESOP or DRIP is the registered owner, or whether you hold these securities directly.
You should report that you hold these securities indirectly and indicate that the “registered holder” is the RRSP.
One of the most common forms of share-based compensation is granting options that, upon exercise, are converted into the issuer’s common shares. However, there are other types of share-based compensation. For example, restricted share awards (RSAs) and deferred share units (DSUs) entitle recipients to an award of the issuer’s common shares after a specified period or cash payments based on the value or growth in value of the issuer’s common shares over a specified period. In contrast, stock appreciation rights (SARs) typically only entitle employees to cash payments based on the value or growth in value of the issuer’s common shares over a specified period.
Historically, there has been some uncertainty as to whether, as a matter of law, certain derivative instruments involving securities are themselves securities. Under NI 55-104, it is not necessary to determine whether a particular derivative instrument is a security or a related financial instrument since the insider reporting requirement in Part 3 of NI 55-104 applies to both securities and related financial instruments. To the extent DSUs, RSAs and SARs do not, as a matter of law, constitute securities, they will generally be related financial instruments.
Step 1 – Grant of RSAs or DSUs:
Report the number of RSAs or DSUs awarded and report the equivalent amount of underlying common shares using nature of transaction code 56 – Grant of rights. On SEDI, report the underlying common shares in the “Equivalent number of underlying securities” box. In SEDI, issuers should have created a security designation for the RSAs or DSUs in the issuer profile supplement, and selected the “Issuer derivative” category.
Step 2 – Vesting and distribution of underlying common shares or cash:
When the RSAs or DSUs vest and are settled in underlying common shares, report an acquisition of the relevant number of underlying common shares as one transaction using nature of transaction code 57 – Exercise of rights. You will also need to report a disposition of the corresponding number of the RSAs or DSUs, using nature of transaction code 57, as another transaction.
When the RSAs or DSUs vest and are settled by a cash payment, report a disposition of the relevant number of the RSAs or DSUs using nature of transaction code 59 – Exercise for cash.
Step 1 – Grant of SARs
Report the number of SARs awarded, and the exercise price, and report the equivalent amount of underlying common shares using nature of transaction code 56 – Grant of rights. Issuers should have created a security designation for the SARs in the issuer profile supplement, and selected the “Issuer derivative” category.
Step 2 – Vesting and distribution of cash
Report a disposition of the relevant number of SARs using nature of transaction code 59 Exercise for cash.
See CSA Staff Notice 55-315 Frequently Asked Questions about National Instrument 55-104 Insider Reporting Requirements and Exemptions.
You, the reporting insider, need to report these changes in your holdings resulting from an issuer event the next time you need to file an insider report. See Part 8 of NI 55-104.
You need to report changes in your holdings in securities of a reporting issuer resulting from such events as a stock dividend, stock split, consolidation, amalgamation, reorganization or other similar event that affects all holdings of a class of securities of an issuer in the same manner, on a per share basis.
Example: a 4-for-1 consolidation of 100 common shares
If you held 100 common shares that were consolidated on a 4:1 basis (so that you now hold 25 common shares), you report the change as follows. Calculate the new number of common shares you hold after the consolidation -in this case, 25 common shares. Subtract your new holdings from what you held before the stock consolidation; in this case, 100 – 25, and then report the difference – i.e. 75 common shares, using nature of transaction code 37 – Stock split or consolidation.
Example: a 4-for-1 split of 100 common shares
If you held 100 common shares that were split on a 4:1 basis (so that you now hold 400 common shares), you report the change as follows. Calculate the new number of common shares you hold after the split – in this case, 400 common shares. Subtract from this number the number of common shares you held before the split: 400 -100, and report the difference – i.e. 300 common shares as an acquisition using nature of transaction code 37.
Equity monetization transactions are transactions that allow an investor to receive a cash amount similar to proceeds of disposition, and to transfer all or part of the economic risk and/or return associated with securities of an issuer, without actually transferring the legal and beneficial ownership of such securities.
The term “monetization” generally refers to the conversion of an asset (such as securities) into cash.
For additional guidance on how to report these types of transactions, please refer to CSA Staff Notice 55-312 Insider Reporting Guidelines for Certain Derivative Transactions (Equity Monetization) (REVISED).
See Part 4 of NI 55-104 for the supplemental insider reporting requirements for equity monetization transactions and Part 4 of Companion Policy 55-104CP.
There are the following two steps to report the exercise of an option:
Step 1 – Report the number of options being exercised as a disposition. Use nature of transaction code 51 to show the disposition. If you are not sure of the number of underlying shares, you can ask the insider affairs contact person found in the issuer profile supplement of the company. Enter the date of the transaction, the exercise price, etc. and then go through the steps required to certify and file your report.
Step 2 – Show an acquisition of the underlying security (e.g., common shares) equal to the appropriate number of options exercised. Use nature of transaction code 51 to report the acquisition of the common shares.
Here is a list of the most common filing errors made on insider reports. We strongly suggest that you check your proposed filing for these types of errors in order to lessen the likelihood that a securities regulatory authority will consider your report incorrect and contact you.