Blog  •  February 10, 2023

Start the Conversation

Honeypot Field to Catch Bots
Honeypot Field to Catch Bots

Taking a Closer Look at SEC Rule 16b-3

SEC rule changes are being introduced at a fast and furious pace. Consider this—the SEC has 59 proposed rules slated for 2023, with 29 of them due in the first half of the year. At this volume, processing the minutia of each rule and taking appropriate action will be a significant challenge for many companies.

But DFIN is here to help, starting with Rule 16b-3. Announced last month, this rule calls for the accelerated reporting of gifts of securities, either through a sale or other disposition.

Before this new amendment, which takes effect on February 27, officers and directors had to report these gifts on a deferred basis using Form 5, with all reports filed within 45 days of the end of the year in which the gift was made. Now, with this new ruling, gifts must be reported within a two-day period using Form 4 (any gifts made prior to the 27th can be reported on Form 5 in the timeframe laid out above).

DFIN’s experts can help clients understand the new mandate and answer outstanding questions. In addition, our team of SEC and EDGAR Filing experts can assist with new inline XBRL Tagging and all changes made to filing requirements on Section 16 Forms. As for our offerings, DFIN’s SaaS solutions are constantly being updated, which means they are ready to help clients immediately comply with all key SEC rules, no matter how new.

We hope this blog helps answer some of your most pressing questions. Since 2023 is going to be a busy year, we encourage you to visit this page for updates on the latest developments.


Marcie Clark

Global Director, Filing and Compliance Services, DFIN