Sdomae & Jeremy2014, for your information... you should note that the Issuer - Allana, had filed an Issuer Grant Report, for which Battiston was included. Check out SEDI for that filing.
This blog provides a quick summary of certain of the most common insider reporting requirements applicable to “reporting insiders” of Canadian public companies (i.e. reporting issuers) under Canadian securities law including a summary of the applicable filing deadlines and the potential penalties for late filings or failures to file. Please note that it is a summary only and is not intended to be exhaustive.
Summary:
Primary Insider Reporting Requirements:
Initial Report: File within 10 days of becoming a reporting insider.
Subsequent Report: File within 5 days of any change to the reporting insider’s security holdings.
Exemption for Automatic Securities Purchase Plans (i.e. dividend reinvestment plans):
Securities Disposed: File within 5 days of the disposition or transfer.
Securities Not Disposed: File by March 31 of the next calendar year.
Exemption for Certain Issuer Grants (i.e. grants of options, etc):
Securities Disposed: File within 5 days of the disposition or transfer.*
Securities Not Disposed: File by March 31 of the next calendar year.*
*Provided issuer has filed an “issuer grant report”; otherwise the Primary Insider Reporting Requirements apply.
Reporting Insider:
See the exhaustive definition of “reporting insider” in the main body of this blog but it includes the following persons:
(a) the CEO, CFO and COO of the reporting issuer;
(b) each director of the reporting issuer;
(c) each person or company responsible for a principal business unit, division or function of the reporting issuer; and
(d) each 10+% shareholder based on post-conversion beneficial ownership of the reporting issuer’s securities.
Penalties:
Generally: At the discretion of the securities commissions and the courts.
Ontario: Automatic late fee of $50 per calendar day per insider per issuer (subject to a maximum of $1,000 per issuer within any one year beginning on April 1st and ending on March 31st.)
BC: Automatic late fee of $50 per late report.
The Law:
Filing Requirements and Deadlines
PRIMARY INSIDER REPORTING REQUIREMENTS
Initial report – A reporting insider must file an insider report in respect of a reporting issuer within 10 days of becoming a reporting insider disclosing the reporting insider’s beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer.
Subsequent report – A reporting insider must within five days of any change file an insider report in respect of a reporting issuer disclosing a change in the reporting insider’s beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer.
EXEMPTION FOR AUTOMATIC SECURITIES PURCHASE PLANS
Reporting exemption – A director or officer is exempt from the Primary Insider Reporting Requirements referred to above if the insider files an insider report within the time period referred to below disclosing, on a transaction-by-transaction basis or in acceptable summary form, each acquisition and each specified disposition of a security under an automatic securities purchase plan that has not previously been disclosed by or on behalf of the director or officer.
In this case, the deadline for filing the insider report is:
(a) in the case of any securities acquired under the automatic securities purchase plan that have been disposed of or transferred, within five days of the disposition or transfer; and
(b) in the case of any securities acquired under the automatic securities purchase plan during a calendar year that have not been disposed of or transferred, on or before March 31 of the next calendar year.
EXEMPTION FOR CERTAIN ISSUER GRANTS
Reporting exemption – The insider reporting requirement does not apply to a director or officer for the acquisition of a security of the reporting issuer under a compensation arrangement established by the reporting issuer if:
(a) the reporting issuer has previously disclosed the existence and material terms of the compensation arrangement in an information circular or other public document filed on SEDAR;
(b) in the case of an acquisition of securities, the reporting issuer has previously filed in respect of the acquisition an issuer grant report on SEDI; and
(c) the director or officer complies with the alternative reporting requirement described below.
Issuer grant report – An issuer grant report filed must include:
(a) the date the option or other security was issued or granted;
(b) the number of options or other securities issued or granted to each director or officer;
(c) the price at which the option or other security was issued or granted and the exercise price;
(d) the number and type of securities issuable on the exercise of the option or other security; and
(e) any other material terms that have not been previously disclosed or filed in a public filing on SEDAR.
Alternative reporting requirement – A director or officer is exempt from the Primary Insider Reporting Requirements if the insider files an insider report within the time period referred to below disclosing, on a transaction-by-transaction basis or in acceptable summary form, each acquisition and each specified disposition of a security under a compensation arrangement that has not previously been disclosed by or on behalf of the director or officer.
The deadline for filing the insider report is:
(a) in the case of any security acquired under the compensation arrangement that has been disposed of or transferred, within five days of the disposition or transfer; and
(b) in the case of any security acquired under the compensation arrangement during a calendar year that has not been disposed of or transferred, on or before March 31 of the next calendar year.