Code S: Open market or private sale
21.7%of all 2025 Form 4 transactions
29.6%of Table I lines (non-derivative)
0.38%of Table II lines (derivative)
83,177transaction lines filed
Open market or private sale of non-derivative or derivative security
Use it when
- Reporting Person sells shares on the open market.
- Reporting Person sells shares in a privately negotiated transaction.
- Reporting Person sells a derivative security, such as an option or warrant, rather than exercising it.
- Sale involves an equity swap or similar instrument, paired with the additional K-code as S/K.
EDGAR expects
| Table | Table I for a non-derivative sale, Table II for a derivative sale |
| Code | S |
| Acquired/Disposed | D |
| Price per share, Table I column 7 | A value or a footnote explaining its absence |
| Derivative sale price | Table II column 8, not column 2 |
What the footnote typically covers
- What price applies when the sale executed at more than one price?
- Was any part of the consideration non-cash, and what is its value?
- Was the sale made under a Rule 10b5-1(c) plan, and when was it adopted?
- Why is the price cell blank, if it is?
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