SEC Form 4 transaction codes explained
Form 4 transaction codes describe how securities changed hands. P means a purchase, S a sale, A a grant or award, and M an exercise or conversion. These codes are separate from the acquired/disposed flag and the direct/indirect ownership column.
Complete transaction-code reference
This table follows Instruction 8 of the SEC Form 4 instructions. Interpretation depends on the transaction and its footnotes.
| Code | Meaning | Signal value |
|---|---|---|
| P | Purchase, on-market or private | Check price, ownership, and whether it was scheduled |
| S | Sale, on-market or private | The code alone does not explain why the holder sold |
| V | Reported voluntarily before required | A timing designation, not a purchase signal |
| A | Grant, award, or other Rule 16b-3(d) acquisition | Distinguish an award from a market purchase |
| D | Transfer of issuer securities back to the issuer | Read the transaction terms |
| F | Securities used for exercise costs or taxes | Can involve delivery or withholding of shares |
| I | Discretionary transaction under Rule 16b-3(f) | Read the plan and transaction details |
| M | Rule 16b-3 exercise or conversion | An acquisition can result without a market purchase |
| C | Derivative conversion | Compare the derivative and underlying security rows |
| E | Short derivative position expires | Not an open-market stock purchase |
| H | Long derivative expires or is canceled for value | Check what value was received |
| O | Out-of-the-money derivative exercise | Review exercise terms |
| X | In-the-money or at-the-money derivative exercise | Review exercise terms |
| G | Gift | A transfer, not a purchase for cash |
| L | Small acquisition under Rule 16a-6 | Check reporting exceptions |
| W | Inheritance or transfer by will | Not an open-market stock purchase |
| Z | Transfer into or out of a voting trust | Check beneficial ownership |
| J | Other acquisition or disposition | The explanation of responses defines the event |
| K | Equity swap or similar instrument | May accompany another code, such as P/K or S/K |
| U | Shares tendered in a change of control | Check the tender terms |
Code P does not prove discretionary buying
Purchase code P includes private transactions and may include trades under a 10b5-1 plan. The checkbox and footnotes provide that context. Joint reporting owners can also describe the same economic purchase; adding every owner's reported value can double-count it.
A real exercise-and-sale example
In Christopher Patusky's UTHR filing for December 15, 2025, Table I records 1,000 shares acquired with code M and 1,000 disposed with code S. The acquired flag does not turn the M transaction into a code-P purchase.
How InsiderClusters uses the codes
Our detector uses qualifying non-derivative code-P records. It does not independently exclude every scheduled or private purchase. Read the methodology, follow the filing walkthrough, and compare the source documents on the insider buying directory.
Frequently asked questions
- What does Form 4 code P mean?
- P identifies an open-market or private purchase. It does not by itself establish personal cash funding, discretionary timing, or a purchase on a stock exchange. Check ownership, plan disclosures, and footnotes.
- Is the acquired/disposed A the same as transaction code A?
- No. In the acquired/disposed column, A means securities were acquired. In the transaction-code column, A describes a grant, award, or other acquisition under Rule 16b-3(d).
- Does an option exercise count as an open-market purchase?
- No. Code M identifies an exercise or conversion under Rule 16b-3. It may be accompanied by acquired shares and a separate sale, so read both tables and the footnotes.