How to read SEC Form 4: a filing walkthrough

By InsiderClusters · Updated · Sources & methodology

Read Form 4 in this order: owner, security, date, code, shares, price, ownership, and footnotes. It reports changes in beneficial ownership, not just cash purchases. The SEC investor bulletin explains how Forms 3, 4, and 5 fit together.

Identify the company and reporting owner

The header names the issuer and reporting owner, identifies their relationship to the company, and indicates individual or joint filing. A reporting owner may be a person, fund, trust, or other entity. The CIK identifies the filer; a joint filing can describe shared ownership of one transaction.

Read Table I and Table II together

Table I covers non-derivative securities; Table II covers derivatives. Use the transaction code to distinguish purchases from grants or exercises. A in the acquired/disposed column means acquired and does not mean transaction code A.

Walk through a real filing

Open Christopher Patusky's UTHR Form 4. It lists him as a director and reports activity dated December 15, 2025.

  • Table I: 1,000 shares acquired with code M at $101.80, then 1,000 shares disposed with code S.
  • Table II: the corresponding 1,000-share option exercise explains where the acquired shares came from.
  • The sale price is $495.9539, and footnote 1 explains that it is a weighted average of multiple executions.
  • The form separately shows directly held shares and shares held indirectly through a trust.

This is an exercise and sale, not a new code-P purchase. Do not infer the purpose of the sale from its code alone.

Check ownership, plans, and footnotes

Direct and indirect ownership can change the meaning of a transaction. Prices may be averages or involve noncash consideration. Check the 10b5-1 plan designation and the explanation of responses. The Form 4 instructions provide the definitions.

Keep the transaction date separate from the filing date

A trade generally becomes public after it occurs, and late filings can report older transactions. Read the filing-deadline guide. On our stock research pages, follow the original filing links to verify the data and context.

Frequently asked questions

What is Table I on SEC Form 4?
Table I covers non-derivative securities. Read the date, transaction code, shares, price, acquired/disposed flag, holdings after the transaction, and direct/indirect ownership.
Is every acquisition on Form 4 an insider purchase?
No. Shares can be acquired through grants, exercises, conversions, or purchases. Use the transaction code rather than the acquired flag alone.
Where is a 10b5-1 plan disclosed?
Current Form 4 has a plan checkbox, and the plan adoption date is disclosed in the explanation of responses. Older filings may require additional context.

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