January 3, 2023
Rule 10b5-1 Amendments: The Clock is Running!
The adopting release for the SEC’s recent Rule 10b5-1 amendments provides that the new rules will go into effect 60 days after the release’s publication in the Federal Register. Well, the clock is officially running, because the release was published in the Federal Register on Thursday, December 29, 2022. That means the changes to Rule 10b5-1 will become effective on February 27, 2023.
In addition to the Rule 10b5-1 amendments, the SEC adopted new disclosure & tagging requirements as well as changes to Section 16 forms. The adopting release provides the following compliance dates for those changes:
– Section 16 reporting persons will be required to comply with the amendments to Forms 4 and 5 for beneficial ownership reports filed on or after April 1, 2023; and
– Issuers that are SRCs will be required to comply with the new disclosure and tagging requirements in Exchange Act periodic reports on Forms 10-Q, 10-K and 20-F and in any proxy or information statements that are required to include the Item 408, Item 402(x), and/or Item 16J disclosures in the first filing that covers the first full fiscal period that begins on or after October 1, 2023.
– All other issuers will be required to comply with the new disclosure and tagging requirements in Exchange Act periodic reports on Forms 10-Q, 10-K and 20-F and in any proxy or information statements that are required to include the Item 408, Item 402(x), and/or Item 16J disclosures in the first filing that covers the first full fiscal period that begins on or after April 1, 2023.
To help you prepare for the new rules, we’ve scheduled a can’t miss webcast – “The SEC’s Rule 10b5-1 Amendments: What Issuers and Insiders Need to Know” – for Tuesday, January 24, 2023 at 2:00 pm eastern. Be sure to tune-in and hear insights on the new rules from our panel of experts!
– John Jenkins