National Instrument 55-104 - Insiders Reporting Requirements and Exemptions (NI-55-104) is the instrument that sets out the main insider reporting requirements and exemptions for insiders of reporting issuers. Some of the highlights of the instrument include:
The filing deadline for insider reporting is five calendar days. The criteria for determining who is a reporting insider The rules surrounding grants from stock-based compensation programs allows the option for issuers to file issuer grant reports within five days of the grant rather than insiders filing individual reports. This is not a requirement for the issuer, therefore, insiders should verify what the issuer’s policy will be in this regard.
The instrument and the companion policy can be viewed in their entirety by visiting any of the securities commission websites or via this link.
CSA Staff Notice 55-315 Frequently Asked Questions (FAQs) about National Instrument 55-104 Insider Reporting Requirements and Exemptions (NI 55-104)
This notice sets out a number of FAQs that were received and are related to the insider reporting regime contained in NI 55-104 and includes a number of examples of arrangements and transactions together with examples of how to report these arrangements and transactions. You can find the complete notice HERE.
WHO NEEDS TO FILE ON SEDI AND WHO IS CONSIDERED A REPORTING INSIDER?
National Instrument 55-104 defines a reporting insider as the following:
1. the CEO, CFO or COO of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer;
2. a director of the reporting issuer, of a significant shareholder of the reporting issuer or of a major subsidiary of the reporting issuer;
3. a person or company responsible for a principal business unit, division or function of the reporting issuer;
4. a significant shareholder of the reporting issuer;
5. a significant shareholder based on post-conversion beneficial ownership of the reporting issuer’s securities and the CEO, CFO, COO and every director of the significant shareholder based on post-conversion beneficial ownership;
6. a management company that provides significant management or administrative services to the reporting issuer or a major subsidiary of the reporting issuer, every director of the management company, every CEO, CFO and COO of the management company, and every significant shareholder of the management company;
7. an individual performing functions similar to the functions performed by any of the insiders described in paragraphs (a) to (f);
8. the reporting issuer itself, if it has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; or any other insider that
1. in the ordinary course receives or has access to information as to material facts or material changes concerning the reporting issuer before the material facts or material changes are generally disclosed; and
2. directly or indirectly exercises, or has the ability to exercise, significant power or influence over the business, operations, capital or development of the reporting issuer;
WHEN DO I NEED TO FILE MY INSIDER TRADING REPORT?
If you are a reporting insider, you must disclose all of your direct and indirect holdings by filing an insider trading report within five calendar days.
WHAT DOES AN ISSUER GRANT REPORT LOOK LIKE?
While there is no prescribed format for the Issuer grant report the information noted below must be included in the report:
the date the option or other security was issued or granted;
the number of options or other securities issued or granted to each director or officer;
the price at which the option or other security was issued or granted and the exercise price;
the number and type of securities issuable on the exercise of the option or other security; and
any other material terms that have not been previously disclosed or filed in a public filing on SEDAR.