The following is a list of helpful hints which users should consider before submitting an insider report for filing on SEDI. For more information of SEDI filing requirements, please give us a call.
First Time Filers:
Insider Profile Creation
If you have only recently become a shareholding insider, or are a shareholding insider who has not reported a transaction on SEDI before, you will need to create a SEDI Insider Profile. This is different than a User Account, which is required to access the SEDI system. To create an Insider Profile, we will need the following data from you:
Your contact information (ie: full name, address, phone number, e-mail address)
Your relationship(s) to the reporting issuer (ie: Director, Senior Officer, 10% Holder)
A confidential question and answer to be used by SEDI operators in case you lose your password.
Issuer Profile Supplement Creation
If your company has only recently gone public, you will need to create an Issuer Profile Supplement. The Issuer Profile Supplement indicates which types of securities a company has issued and allows its insiders to report their transactions. Failure to create a Profile Supplement correctly may prohibit insiders from reporting their data to the securities commission. To create an Issuer Profile Supplement, we will need the following data:
Your SEDAR number.
Your company contact information (ie: company name, name of a contact, address, phone number, e-mail address)
The types of securities which the company issues (ie: common shares, options, warrants, etc.)
Opening Balance Report
Once you have created an insider profile, you will need to file a SEDI opening balance report. To file such a report, we will need the following data from you:
The date your last insider report was filed OR the date on which you became an insider.
Your current balance(s) of securities (before any unreported transactions).
Once these steps have been completed, we can file any transactions which you have not reported.
There are numerous options on SEDI which allow filers to explicitly specify the details of their transactions. Many of these details are often ignored by clients for simplicity's sake. When an insider does not specify certain data, certain default assumptions are made. If the client does not furnish us with complete data, we may not file correctly on their behalf. Here are some examples of assumed data:
Canadian Currency: Most transactions are conducted in Canadian dollars. Clients must inform us if American dollars or Euros are used.
Direct Ownership: If the client does not own the securities directly, the client must furnish us with the details of the company or individual which holds the securities on their behalf.
Changes in Insider Profile: Clients must notify us if their contact information or their relationship(s) to their issuer(s) have changed since their last filing.
Derivatives Ratio: Most derivative securities (such as options) represent one derivative for one share. The client must inform us if this is not the case.
Most insider reports are trades of common shares. These reports are fairly easy to carry out. Still, there are some things the client should remember before submitting transactions to us for filing:
Specify the Nature of Transaction: Clients often neglect to inform us if their transaction is public versus private, or if it is carried out under a prospectus. These distinctions are necessary to execute a proper filing. Please see the list of transaction types at the end of this document for details.
Correct Date: It is important to the Securities Commissions that you specify the precise date on which the transaction(s) took place.
Derivatives are securities whose values are determined from the values and characteristics of another security, the underlying security. Types of derivative securities include options, warrants, and futures. To correctly file derivative transactions, we require the following additional data:
The nature of transaction, which is necessary to execute a proper filing. (Please see the list of transaction types at the end of this document for details)
- The underlying security type (usually common shares)
The unit and exercise prices, where applicable.
The date of expiry or maturity, where applicable.
In case of error, any transaction filed on SEDI can be edited or deleted. However, the original data remains visible to the public on the SEDI website next to the amended data. For purposes of clarity, it is best to file correctly the first time.
While Newsfile Corp. can provide you with basic information and suggestions for filing your documents, we cannot and will not give advice that we are not qualified to give. For specific answers to questions about securities laws and reporting requirements, you should direct your queries to your company's securities lawyer, or to the Canadian Securities Commissions. A filing agent is not qualified to give you legal counsel.
Here is a list of transaction codes for SEDI.
|Nature of transaction|
|Acquisition or disposition in the public market||10|
|Acquisition or disposition carried out privately||11|
|Acquisition or disposition under a prospectus||15|
|Acquisition or disposition under a prospectus exemption||16|
|Acquisition or disposition pusuant to a take-over bid, merger or acquisition||22|
|Acquisition or disposition under a purchase/ownership plan||30|
|Conversion or exchange||36|
|Stock split or consolidation||37|
|Compensation for property||45|
|Compensation for services||46|
|Acquisition or disposition by gift||47|
|Acquisition by inheritance or disposition by bequest||48|
|Grant of options||50|
|Exercise of options||51|
|Expiration of options||52|
|Grant of warrants||53|
|Exercise of warrants||54|
|Expiration of warrants||55|
|Grant of rights||56|
|Exercise of rights||57|
|Expiration of rights||58|
|Exercise for cash||59|
|Third Party Derivatives|
|Acquisition or disposition (writing) of third party derivative||70|
|Exercise of third party derivative||71|
|Other settlement of third party derivative||72|
|Expiration of third party derivative||73|
|Change in nature of ownership||90|
|Correction of information||99|