Series 79 Flashcards
Annual Report
Most detailed mandatory filing containing audited financials, detailed company information, holdings of large shareholders, mgmt. discussion and analysis
Filed 60-90 days after end of fiscal year
Form 10-K
Quarterly Report
Contains unaudited financials, mgmt discussion, and analysis
Filed 40-45 days after end of first three fiscal quarters
Does not contain the holdings of large shareholders
Form 10-Q
Used to report material current events to shareholders
Filed within four days of triggering event
Form 8-K
Used to report a change in an issuer’s fiscal closing date
Defines a transition period between old and new FY
Financial reports made during the transition period must be audited
Unaudited financial statements from the previous year must be included
Transition Reports: SEA Rule 13a-10
Report by beneficial owner of more than 5% of a voting class of securities of a public company
Contains information about purchaser, source of funds for transaction, interest held, agreements with purchaser, and purchaser of transaction
Filed within 10 days after purchase
Schedule 13D
Simplified Alternative to schedule 13D
Available to institutional investors, and some other investors who do not intend to affect control of the issuer
Does not include info on purpose of transaction or source of funds
Filed within 45 days of end of calendar year (within 10 days of purchase for non-institutional investors)
Schedule 13G
Quarterly report filed by large investment managers (investment discretion of over $100m in exchange traded equities)
Discloses name of investment mgr, securities managed, shares owned; does not disclose non-equity holdings or short positions
Filed within 45 days after end of each calendar quarter
Form 13F
Discloses information about issues on which shareholders are expected to vote by proxy
Contains the holdings of the largest shareholders
Must be sent to shareholders in advance of shareholder meeting and filed with SEC
Schedule 14A
Discloses ownership of corporate insiders (directors, officers, beneficial owners of more than 10% of a company’s registered equity securities)
Beneficial Ownership Reports of Insiders
Initial Statement of Beneficial Ownership; filed within 10 days of becoming insider (or by effective date of registration statement, if company is registering securities for the first time)
Form 3 (Beneficial Ownership Reports of Insiders)
Discloses change in beneficial ownership by insiders; must be filed when officers, directors, and owners of more than 10% of the outstanding shares buy or sell shares, filed within two business days after transaction that results in change
Form 4 (Beneficial Ownership Reports of Insiders)
Annual Statement of Changes in beneficial ownership, showing changes that should have been reported on Form 3 and 4; filed within 45 days after end of company’s fiscal year
Form 5 (Beneficial Ownership Reports of Insiders)
How to Calculate number of shares outstanding
Outstanding Shares = Issued Shares - Treasury Shares
Liquidity
A Company’s ability to meet it’s short term obligations as they fall due
Working Capital
Current Assets-Current Liabilities
