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Getting EDGAR Codes in a Hurry

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February 26, 2019 | Barbara Baksa

Getting EDGAR Codes in a Hurry

Occasionally, I am asked if there is a way to get EDGAR codes for new insiders expedited. Unfortunately, the SEC is notoriously unsympathetic to rush requests. Their usual response is that it takes three to four days for EDGAR codes to be issued and, thus, the codes should be requested three to four days before the insider’s first filing is due.

In practice, however, this isn’t always possible, especially if the new insider has been granted a new award on the date he/she is hired/promoted to a Section 16 role or elected to the board. In this case, the insider’s first Form 4 will be due in just two business days. The SEC’s position is that you should request the codes before the individual becomes subject to Section 16, but this isn’t always possible. I agree that this is crazy annoying because the SEC has essentially created a system that does not work for their clients and blames the clients for it not working. t is what it is. 

Here are a few suggestions for getting codes quickly:

  1. Call the Filer Support desk, explain the situation and ask for help. Be a nice as possible and be prepared to beg. Admit that it is all your fault. Don’t yell or become impatient with the person on the other end of the line. Agree and apologize again when the person snootily reminds you that individuals should allow three business days for the SEC to process the request for codes and that everyone wants their codes on a rush basis. Don’t say “Duh! The Form 4 has to be filed in two business days and it takes three days to get the codes, so of course everyone needs them on a rush basis.” If it’s been more than three business days since the paperwork was submitted, politely point that out. Don’t say “You people are idiots! We submitted everything ten days ago!” (even if that is the case).
  2. Instead of pleading with the person who answers the phone for Filer Support, ask who has been assigned to process the application and request to speak directly with that person. Sometimes the people processing the applications are more helpful than the people answering the phone.
  3. After getting the codes, call back to thank them for helping. This won’t help with the current situation, but it might help the next time you need a rush. Thank them even if they were completely unsympathetic to your plight and maybe even a little short with you. Be the bigger person. 

Of course, before resorting to the above measures, make sure the insider doesn’t already have codes. If new insiders have been insiders at prior employers or serve on the boards of other public companies, they likely already have EDGAR codes. An individual’s EDGAR codes are for life; the individual should use the same codes at all of the companies where he/she is an insider. Asking for new codes for an insider who already has codes is likely to delay the process. You can use the Company Search function (insiders are considered “companies” for purposes of EDGAR) in the Online Forms Management system to verify that a new insider doesn’t already have EDGAR Codes.

Thanks to Linda Epstein of Hewlett Packard Enterprise for many of the tips in today’s blog entry.

- Barbara
 

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