Read the transaction before counting the dollars
The SEC Form 4 instructions distinguish transaction codes from acquisition/disposition and ownership flags. Table I covers non-derivative securities; Table II covers derivatives. This workflow screens U.S. common-stock purchases in Table I. Keep option exercises, grants and derivative purchases outside that total even when they increase reported share ownership.
- The current Form 4 has a Rule 10b5-1 checkbox and asks for the plan adoption date in the explanation. Match the indication to the relevant rows. A plan purchase remains a purchase, but a plan adopted earlier is different context from a purchase decision made on the trade date.
- An unchecked box does not prove motive, legality or possession of information. Record "no plan indicated in reviewed filing" rather than claiming a trade is certainly discretionary.
- The Form 4 general deadline is before the end of the second business day following execution, subject to the referenced execution-date rules. That is a filing obligation, not a promise that your provider supplies a usable record within two days. Late filings and ingestion delays still occur.
| Form 4 field | Meaning | Screening treatment |
|---|---|---|
| Transaction P | Purchase on the open market or privately; either security table can use P. | Check Table I, common-stock class and footnotes before calling it an open-market purchase. |
| Transaction A | Grant, award or another acquisition under Rule 16b-3(d). | Exclude from the purchase total; do not assign a market-price cash outlay to a grant. |
| Transaction M | Exercise or conversion exempt under Rule 16b-3. | Exclude from purchase spending; an exercise can create both derivative and underlying-share entries. |
| Transaction F | Securities delivered or withheld for exercise cost or tax liability. | Keep separate from voluntary market purchases or sales. |
| Acquired/disposed A or D | Whether the row adds or removes securities. | Require acquired A for this screen. This A does not mean transaction code A. |
| Ownership D or I | Direct or indirect beneficial ownership. | Retain the ownership vehicle and footnotes. These flags are not transaction codes. |