With the deadline for Section 16 reporting by officers and directors of certain foreign private issuers just one week away, earlier this week the Staff issued several FAQs addressing key transition issues. Over on the Section16.net Blog, Alan Dye has posted a summary of these FAQs, which confirm that:

– All Section 16(a) reports (Forms 3, 4 and 5) must be filed via EDGAR in accordance with Regulation S-T unless the filing person has obtained a hardship exception under Regulation S-T Rule 202 allowing reports to be filed in paper. To be timely filed via EDGAR, a report must be submitted and accepted no later than 10:00 p.m., Eastern U.S. time on its due date.

– A person who is serving as a director or officer on December 18, 2025, must file Form 3 on March 18, 2026. If, however, the person is no longer a director or officer on March 18, the person is not required to file a Form 3.

– If a person is appointed or elected as a director or officer effective after December 18, 2025, but before March 18, 2026, their Form 3 will be due by the later of March 18, 2026, or the date that is ten days after the person became a director or officer. For example, a person who is appointed as an officer effective March 1, 2026, must file a Form 3 on March 18, 2026, while a person who is appointed as an officer effective March 15, 2026, must file a Form 3 by March 25, 2026.

– If an FPI initially registers a class of equity securities under Section 12 of the Exchange Act after December 18, 2025, but before March 18, 2026, a person serving as a director or officer as of the date the registration statement becomes effective must file a Form 3 on March 18, 2026. A person who becomes a director or officer after the registration statement became effective must file a Form 3 by the later of March 18, 2026, or the date that is ten days after the person became a director or officer.

– For an FPI that had a class of equity securities registered under Section 12 of the Exchange Act prior to March 18, 2026, Rule 16a-2(a)’s six-month look-back would not apply to require a director or officer to report on their first required Form 4 any transactions effected prior to March 18, 2026. In contrast, for an FPI that registers a class of equity securities on or after March 18, 2026, Rule 16-2(a) would obligate the FPI’s directors and officers to report on the first required Form 4 transactions effected prior to March 18, 2026, and within the six-month look-back.

If you do not have access to all of the practical resources available on Section16.net, I encourage you to become a member today. You can contact us at info@ccrcorp, 800-737-1271 or fill out this form to sign up today.

– Dave Lynn