Code C: Conversion of derivative security
1.7%of all 2025 Form 4 transactions
1.1%of Table I lines (non-derivative)
3.3%of Table II lines (derivative)
6,445transaction lines filed
Conversion of derivative security
Use it when
- The conversion does not qualify for the Rule 16b-3 (short-swing liability exemption) that code M covers.
- A Reporting Person exercises a Table II derivative security to convert it into common stock, such as the exercise of a stock option or the voluntary conversion of high-vote (e.g. Class B common stock) to the underlying Table I security (e.g. Class A common stock).
- A Reporting Person converts a convertible note or similar right into the underlying security.
EDGAR expects
| Table | Table II, disposition of the derivative security |
| Table | Table I, acquisition of the underlying security |
| Code | C for both Table II and Table I |
| Table II, column 8 (price of derivative) | left blank on a conversion |
| Table II, column 2 (conversion or exercise price) | conversion price reported here |
What the footnote typically covers
- What is the conversion ratio between the derivative and the underlying security?
- How the resulting Table I holding line ties back to this Table II disposition?
- What non-cash consideration, if any, was involved in the conversion?
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