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Code D: Disposition to the issuer under Rule 16b-3(e)

Short-swing exempt
3.3%of all 2025 Form 4 transactions
2.2%of Table I lines (non-derivative)
6.0%of Table II lines (derivative)
12,527transaction lines filed
Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)

Use it when

  • Issuer equity securities are disposed of back to the issuer itself under the 16b-3(e) exemption, such as the forfeiture of unearned PSUs or RSUs.

EDGAR expects

TableTable I or Table II
CodeD
Price per share / conversion pricenot required
Acquired (A) / Disposed (D)D
Shares owned afterrequired, reflects post-transaction holdings

What the footnote typically covers

  • What is the reason for the disposition to the issuer?
  • How does the disposition relate to other transactions reported the same day?

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Related codes

F, Payment of exercise price or tax by delivering or withholding securitiesS, Open market or private saleI, Discretionary transaction under Rule 16b-3(f)

Based on all 383,732 transaction lines reported on original Form 4 filings in calendar year 2025 (279,260 in Table I, 104,472 in Table II). Holdings lines and amendments are excluded. Tallied from the SEC's Insider Transactions Data Sets.

Updated August 2026
Disclaimer

General information about SEC reporting mechanics, not legal advice. Confirm treatment with counsel before filing.