Code A: Grant or award under Rule 16b-3(d)
27.7%of all 2025 Form 4 transactions
21.8%of Table I lines (non-derivative)
43.5%of Table II lines (derivative)
106,411transaction lines filed
Grant, award or other acquisition pursuant to Rule 16b-3(d)
Use it when
- A new RSU, PSU, stock option, or other similar equity incentive plan award is granted.
- An annual or one-time equity award to an officer or director.
- Another acquisition of issuer securities under the Rule 16b-3(d) exemption.
Practitioners' note
There is a preference split among practitioners regarding whether 16b-3 exempt awards should be reported in Table I upon grant, and then the vesting occurs silently, or whether to report the award in Table II upon grant, then again when it vests as a conversion to the Table I security. Both approaches are defensible; the Table I at award approach is less administratively burdensome since it doesn't require separate reporting on the vesting of such awards and is the approach recommended by Section16agent.com; consult with qualified counsel as individual circumstances may vary.
EDGAR expects
| Table | Table I or Table II, depending on whether the security is a derivative and the issuer's preferred reporting approach (see the practitioners' note above) |
| Code | A |
| Acquired/Disposed | A, acquisition |
| Price per share | A value ($0 is common) or a footnote |
| Shares owned after | Reflects holdings already reported or expected to be reported by the date of the form |
What the footnote typically covers
- What is the vesting schedule for the award?
- Was any consideration other than cash involved, and what was it?
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