4 Insider Information

4.5 Reporting Transactions

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.

• RSAs and DSUs

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.

• SARs

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.

Yes.

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.

• Problems with reporting your type of ownership – Not reporting by type of holding (direct ownership, indirect ownership, or control or direction)
• Reporting escrowed shares as a separate class of securities
• Not reporting the name of the registered holder (for indirect or control/direction holdings)
• Not showing both sides of the transaction, if applicable (e.g., exercise of options – disposition of options/acquisition of common shares). See question 4.5.12.