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Form 4 Transaction Codes Explained: What P, S, M, F, G, J, D And A Mean

Each row of an insider's Form 4 carries a one-letter code that says what kind of transaction it was. Here is how to read the main ones, with real filings.

Matteo Parrino Jonathan Ponciano

Matteo Parrino, Jonathan Ponciano

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Form 4 Transaction Codes Explained: What P, S, M, F, G, J, D And A Mean

Where the transaction code sits on a Form 4

The answer in one line: the code is the letter in the transaction-code column of the tables on the SEC's Form 4. Table I lists ordinary shares acquired or disposed of, and Table II lists derivatives such as options. Each row has a date, a code, the amount, the price and the holding afterward.

The SEC's Investor.gov bulletin on insider transactions explains that officers, directors and holders of more than 10% of a class must report their purchases, sales and holdings. The full code list is on the SEC's ownership form codes page.

Code P: an open-market or private purchase

P means the insider acquired securities by buying them, either on an exchange or from another person. It is the code most people mean by "insider buying", because the money came out of the buyer's pocket rather than from a company award.

The Blackstone-managed funds' purchase was split across two P rows, 76,335.878 and 27,718.571 shares. The lesson: a P row can come from a group of entities, so check who the reporting persons are.

Code S: an open-market or private sale

S is the mirror image: the insider sold shares on an exchange or to another person. A sale on its own says little about why. Many are pre-scheduled; the Form 4 has a checkbox for transactions made under a Rule 10b5-1 plan, a written trading plan.

Wayfair CEO Niraj Shah's sale shows the pattern: it was made under such a plan. Because the price is an average across several trades, the filing's footnote breaks it into ranges.

Code M: an option or derivative exercise

M covers the exercise or conversion of a derivative security, such as an option, into shares. It is not a market trade; it is a change in form. Note that M also covers things like stock units settling, so read what the derivative actually was.

Travelers CEO Alan Schnitzer's option exercise and sale bundles several codes. He exercised options on 298,368 shares, then sold 88,900. The company withheld 209,468 of the exercised shares, which is code F.

Code F: shares withheld to pay taxes or the exercise price

F means the insider handed shares back to the company to cover an exercise price or a tax bill triggered by vesting or exercise. No market sale takes place, and the insider did not choose a price in the market. It is routine and usually says nothing about the insider's view of the stock.

The Schnitzer exercise above shows F alongside M and S. When you see F next to M, treat them as one mechanical event.

Code G: a gift

G marks a bona fide gift of securities, given or received. It is not a sale, so any dollar figure is only an estimate.

Dillard's chairman William Dillard II gave away 50,000 Class A shares, worth about $36.0 million at Friday's close of $719.61. His direct holdings afterward were 857,948 Class A shares, alongside 960,246 Class B. A gift reduces the insider's holdings but is not a sale.

Code J: other acquisitions or dispositions (read the footnote)

J is the catch-all for transactions that fit no other code, and the form expects a footnote describing it. The code alone tells you almost nothing.

KE Holdings CEO Yongdong Peng's share-class conversion shows why. He swapped 526,428 Class B shares into Class A, after which he held 63,350,679 Class A and 93,555,863 Class B shares. That is a conversion between share classes, not a purchase or sale.

Code D: shares disposed of back to the company

D means securities were transferred to the issuer, as in a buyback, a forfeiture or a merger. Arcosa CEO Antonio Carrillo's merger cash-out showed 667,240 shares disposed of at $150.00 each in the CRH merger, with performance units that vested and then converted to cash. A merger cash-out looks like a huge insider sale, but it is the deal's terms, not a market decision.

Code A: a grant or award from the company

A means the company granted or awarded securities, such as stock or options. Nothing was bought on the market.

Starwood's Barry Sternlicht received 343,746 Class I shares in place of cash fees, leaving 7,842,755 shares in his reported indirect holding. That is pay, paid in stock, which is why A differs from P.

Which codes signal conviction and which are routine

Codes P and S involve a choice about the market, so they are the ones people study most, though a sale may be pre-planned and a purchase may be one of a series. Codes A, M, F, G, D and most J rows are mechanical: pay, tax or structure. Purchases can add up: Pale Fire Group's three-day Dole buying took its holding to 10,282,620 shares.

Practical process: read the code, then the footnote, then the holding after the transaction. You can find filings through EDGAR full-text search.

Frequently asked questions

What does code P mean on a Form 4?

An open-market or private purchase of securities. The insider bought the shares rather than receiving them from the company.

What does code S mean on a Form 4?

An open-market or private sale. It may be part of a pre-scheduled 10b5-1 plan, so check the form's checkbox and footnotes.

What is code M on a Form 4?

The exercise or conversion of a derivative security, such as an option, into shares. It is often paired with an S or F row.

What does code F mean on a Form 4?

Shares were withheld or delivered to pay an exercise price or tax liability tied to vesting or exercise. It is not a market sale.

What is the difference between code P and code A?

P is a purchase the insider made, on an exchange or from another person. A is a grant or award from the company, such as stock paid as compensation.

Sources

Bullished Learn guides explain how filings and markets work. They are education, not investment advice: nothing here is a recommendation to buy or sell any security.

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