File16
 

Help Content

How do I login to RR Donnelley File16?
What if I forget my password?
How do I file a Form 3, 4, or 5?
What do the abbreviations CIK, CCC, EDGAR, and SRO mean?
What is an Equity Swap?
What are the definitions for the Transaction Codes?
What fields are required for Form 4 Table I and Table II?
What fields are required for Form 5 Table I and Table II?
How can I be sure that my filing was actually transmitted to the SEC?
What If I Did Not Receive My Email Notification From the SEC?
How do I change my Password, Billing Record, or other Account Information?
How do I add or change an Issuer?
How do I access a saved filing?
How do I see the Reporting Owners for an alternate Issuer?
How do I use the Manage Holdings/Transactions feature?
Where can I get additional information about the Sarbanes-Oxley legislation and Section 16 filing requirements?
Where can I find answers regarding SEC form requirements and mandatory fields?
Who should I contact for additional information?

How do I login to RR Donnelley File16?

Go to the home page screen: http://www.rrdfile16.com. The email address that you used to register is also your username, and the password will be a minimum of seven characters, with at least one numeric character. RR Donnelley File16 passwords are case-sensitive. Enter the e-mail address and password in their respective fields and click Log In.

What if I forget my password?

From the login screen, click the link and follow the instructions to have your password sent to the email address you registered with. Remember that passwords will be a minimum of seven characters, with at least one numeric character.

How do I file a Form 3, 4, or 5?

After registration and login, if necessary, click Prepare a Filing on the left navigation bar. You may choose New Filing, which is also the default, or Saved Filing. Choose a Form 3, 4, or 5 from the drop-down box, and, if necessary, click the Amendment box.

Select an issuer from the drop-down box. If there is only one issuer, its respective Reporting Owners will appear. Select one. If there are no Reporting Owners listed, you will need to add them first by clicking Reporting Owners on the left navigation bar. Then return to the “Filing Process” screen.

Complete all fields as necessary on the form. The right directional buttons will proceed to subsequent screens that move forward in the filing process. The back directional buttons allow you to return to a prior screen to make revisions. If there are missing or invalid entries on a form, you will be notified when you try to move ahead. Modify as necessary, and save the form, if you prefer. When you’re ready, on the "Submission" screen, click Submit Filing for either a test or a live filing.

What do the abbreviations CIK, CCC, EDGAR, and SRO mean?

“CIK” refers to the Central Index Key within EDGAR, the SEC’s Electronic Data Gathering Analysis and Retrieval filing system.

"CCC" is the abbreviation for CIK Confirmation Code, which is an SEC-assigned number that ensures proper filing authorization.

“SRO” refers to a self-regulatory organization, such as the New York Stock Exchange. Such organizations are bound to industry rules, which they enact, but are still subject to the approval of federal regulatory organizations, such as the SEC.

What is an Equity Swap?

A contract or agreement between the reporting owner and some third party. These agreements can take many forms, but a simple equity swap would be if an owner agrees to swap holdings in exchange for like-value in a mutual fund. Approximately 99% of the time, the transaction does not involve an Equity Swap.

What are the definitions for the Transaction Codes?

Transaction Codes (Instruction 8)
Use the codes listed below to indicate in Table I, Column 3 and Table II, Column 4 the character of the transaction reported. Use the code that most appropriately describes the transaction. If the transaction is not specifically listed, use transaction Code "J" and describe the nature of the transaction in the space for explanation of responses.
General Transaction Codes
  P - Open market or private purchase of non-derivative or derivative security
  S - Open market or private sale of non-derivative or derivative security
  V - Transaction voluntarily reported earlier than required (Now its own column)
Rule 16b-3 Transaction Codes
  A - Grant, award or other acquisition pursuant to Rule 16b-3(d)
  D - Disposition to the issuer of issuer equity securities pursuant to Rule 16b-3(e)
  F - Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3
  I - Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities
  M - Exercise or conversion of derivative security exempted pursuant to Rule 16b-3
Derivative Securities Codes (Except for transactions exempted pursuant to Rule 16b-3)
  C - Conversion of derivative security
  E - Expiration of short derivative position
  H - Expiration (or cancellation) of long derivative position with value received
  O - Exercise of out-of-the-money derivative security
  X - Exercise of in-the-money or at-the-money derivative security
Other Section 16(b) Exempt Transaction and Small Acquisition Codes (except for Rule 16b-3 codes above)
  G - Bona fide gift
  L - Small acquisition under Rule 16a-6
  W - Acquisition or disposition by will or the laws of descent and distribution
  Z - Deposit into or withdrawal from voting trust
Other Transaction Codes
  J - Other acquisition or disposition (describe transaction)
  K - Transaction in equity swap or instrument with similar characteristics (Now its own column)
  U - Disposition pursuant to a tender of shares in a change of control transaction

What fields are required for Form 4 Table I and Table II?

Table I (Transaction)
  Column 1 - Title of Security   Data Required
  Column 2 - Transaction Date   Data Required
  Column 2A - Deemed Execution Date   Leave Default (No data will be sent)
  Column 3 - Transaction Code   Data Required
  Column 3 - Form Type (V)   Data Required
  Column 3 - Equity Swap   Data Required
  Column 3 - Timeliness   Data Required
  Column 4 - Securities Amount   Data Required
  Column 4 - Securities Acquired (A) or Disposed (D)   Data Required
  Column 4 - Securities Price   Data OR Footnote Required
  Column 5 - Amount of Securities Owned Following   Data Required
  Column 6 - Ownership Form (Direct or Indirect)   Data Required
  Column 7 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table I (Holding)
  Column 1 - Title of Security   Data Required
  Column 2 - Transaction Date   MUST BE BLANK
  Column 2A - Deemed Execution Date   MUST BE BLANK
  Column 3 - Transaction Code   MUST BE BLANK
  Column 3 - Form Type (V)   Leave Default (No data will be sent)
  Column 3 - Equity Swap   Leave Default (No data will be sent)
  Column 3 - Timeliness   Leave Default (No data will be sent)
  Column 4 - Securities Amount   MUST BE BLANK
  Column 4 - Securities Price   MUST BE BLANK
  Column 5 - Amount of Securities Owned Following   Data Required
  Column 6 - Ownership Form (Direct or Indirect)   Data Required
  Column 7 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table II (Transaction)
  Column 1 - Title of Derivative Security   Data Required
  Column 2 - Conversion or Exercise Price   Data OR Footnote Required
  Column 3 - Transaction Date   Data Required
  Column 3A - Deemed Execution Date   Leave Default (No data will be sent)
  Column 4 - Transaction Code   Data Required
  Column 4 - Form Type (V)   Data Required
  Column 4 - Equity Swap   Data Required
  Column 4 - Timeliness   Data Required
  Column 5 - Number of Derivative Securities   Data Required
  Column 5 - Acquired (A) or Disposed (D)   Data Required
  Column 6 - Date Exercisable   Data OR Footnote Required
  Column 6 - Expiration Date   Data OR Footnote Required
  Column 7 - Title of Underlying Securities   Data Required
  Column 7 - Amount of Underlying Securities   Data OR Footnote Required
  Column 8 - Price of Derivative Security   Data OR Footnote Required
  Column 9 - Number of Der. Securities Owned following   Data Required
  Column 10 - Ownership Form (Direct or Indirect)   Data Required
  Column 11 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table II (Holding)
  Column 1 - Title of Derivative Security   Data Required
  Column 2 - Conversion or Exercise Price   Data OR Footnote Required
  Column 3 - Transaction Date   MUST BE BLANK
  Column 3A - Deemed Execution Date   MUST BE BLANK
  Column 4 - Transaction Code   MUST BE BLANK
  Column 4 - Form Type (V)   Leave Default (No data will be sent)
  Column 4 - Equity Swap   Leave Default (No data will be sent)
  Column 4 - Timeliness   Leave Default (No data will be sent)
  Column 5 - Number of Derivative Securities   MUST BE BLANK
  Column 5 - Acquired (A) or Disposed (D)   MUST BE BLANK
  Column 6 - Date Exercisable   Data OR Footnote Required
  Column 6 - Expiration Date   Data OR Footnote Required
  Column 7 - Title of Underlying Securities   Data Required
  Column 7 - Amount of Underlying Securities   Data OR Footnote Required
  Column 8 - Price of Derivative Security   MUST BE BLANK
  Column 9 - Number of Der. Securities Owned following   Data Required
  Column 10 - Ownership Form (Direct or Indirect)   Data Required
  Column 11 - Nature of Indirect Beneficial Ownership   Only Required if Indirect

What fields are required for Form 5 Table I and Table II?

Table I (Transaction)
  Column 1 - Title of Security   Data Required
  Column 2 - Transaction Date   Data Required
  Column 2A - Deemed Execution Date   Leave Default (No data will be sent)
  Column 3 - Form Type (V)   Data Required
  Column 3 - Transaction Code   Data Required
  Column 3 - Equity Swap   Data Required
  Column 3 - Timeliness   Data Required
  Column 4 - Securities Amount   Data Required
  Column 4 - Securities Acquired (A) or Disposed (D)   Data Required
  Column 4 - Securities Price   Data OR Footnote Required
  Column 5 - Amount of Securities Owned Following   Data Required
  Column 6 - Ownership Form (Direct or Indirect)   Data Required
  Column 7 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table I (Holding)
  Column 1 - Title of Security   Data Required
  Column 2 - Transaction Date   MUST BE BLANK
  Column 2A - Deemed Execution Date   MUST BE BLANK
  Column 3 - Form Type (V)   MUST BE "3"
  Column 3 - Transaction Code   MUST BE BLANK
  Column 3 - Equity Swap   MUST BE "No"
  Column 3 - Timeliness   MUST BE "Late"
  Column 4 - Securities Amount   MUST BE BLANK
  Column 4 - Securities Acquired (A) or Disposed (D)   MUST BE BLANK
  Column 4 - Securities Price   MUST BE BLANK
  Column 5 - Amount of Securities Owned Following   Data Required
  Column 6 - Ownership Form (Direct or Indirect)   Data Required
  Column 7 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table II (Transaction)
  Column 1 - Title of Derivative Security   Data Required
  Column 2 - Conversion or Exercise Price   Data OR Footnote Required
  Column 3 - Transaction Date   Data Required
  Column 3A - Deemed Execution Date   Leave Default (No data will be sent)
  Column 4 - Form Type (V)   Data Required
  Column 4 - Transaction Code   Data Required
  Column 4 - Equity Swap   Data Required
  Column 4 - Timeliness   Data Required
  Column 5 - Number of Derivative Securities   Data Required
  Column 5 - Acquired (A) or Disposed (D)   Data Required
  Column 6 - Date Exercisable   Data OR Footnote Required
  Column 6 - Expiration Date   Data OR Footnote Required
  Column 7 - Title of Underlying Securities   Data Required
  Column 7 - Amount of Underlying Securities   Data OR Footnote Required
  Column 8 - Price of Derivative Security   Data OR Footnote Required
  Column 9 - Number of Der. Securities Owned following   Data Required
  Column 10 - Ownership Form (Direct or Indirect)   Data Required
  Column 11 - Nature of Indirect Beneficial Ownership   Only Required if Indirect
Table II (Holding)
  Column 1 - Title of Derivative Security   Data Required
  Column 2 - Conversion or Exercise Price   Data OR Footnote Required
  Column 3 - Transaction Date   MUST BE BLANK
  Column 3A - Deemed Execution Date   MUST BE BLANK
  Column 4 - Form Type (V)   MUST BE "3"
  Column 4 - Transaction Code   MUST BE BLANK
  Column 4 - Equity Swap   MUST BE "No"
  Column 4 - Timeliness   MUST BE "Late"
  Column 5 - Number of Derivative Securities   MUST BE BLANK
  Column 5 - Acquired (A) or Disposed (D)   MUST BE BLANK
  Column 6 - Date Exercisable   Data OR Footnote Required
  Column 6 - Expiration Date   Data OR Footnote Required
  Column 7 - Title of Underlying Securities   Data Required
  Column 7 - Amount of Underlying Securities   Data OR Footnote Required
  Column 8 - Price of Derivative Security   MUST BE BLANK
  Column 9 - Number of Der. Securities Owned following   Data Required
  Column 10 - Ownership Form (Direct or Indirect)   Data Required
  Column 11 - Nature of Indirect Beneficial Ownership   Only Required if Indirect

How can I be sure that my filing was actually transmitted to the SEC?

After submitting a test or live filing, you will be brought to a confirmation screen. It will note whether the transmission was successful, and provide the assigned SEC Accession Number. You may also elect to have an e-mail notification sent to an address you choose. Finally, when you click Filing Archive, you will see a sorted list of test and live filings that have been recorded.

What If I Did Not Receive My Email Notification From the SEC?

If you filed a Test Filing, or if your Live filing was rejected, the Email Notification from the SEC contains XXX's as placeholders instead of the Form Type. Your Email system may have filtering software that recognizes the XXX's as unacceptable Email. Please check with your Technical Services to see if your system has this filtering software. You can also access any filings you do through the SEC's EDGAR filing website at https://www.edgarfiling.sec.gov. You will need your CIK, CCC and password. Enter your CIK and Passord to log in. Click on Retrieve Edit/Data on left hand side. Enter your CIK and CCC. Select Retrieve Submission Information. Enter either the Accession Number or date range to find your notification.

How do I change my Password, Billing Record, or other Account Information?

While logged in, click on Account Management on the left navigation bar. Make the preferred selection, and click OK. When the revision is complete, click Save.

How do I add or change an Issuer?

Click on Issuers on the left navigation bar. Then click Add for a new item, or Modify to make a change for an existing Issuer. Complete all requested fields, and click Save. The added or revised item will now appear as a selection in the drop-down box next to Select an Issuer on the "Start Filing" screen. This is accessible by clicking on Prepare a Filing on the left navigation bar.

How do I access a saved filing?

If you wish to use a saved filing for a new transmittal to the SEC, click on Prepare a Filing to go to the "Start Filing" screen. Then click on Saved Filings. Choose one and click Continue. The saved form, available to be modified, re-saved, and/or submitted will appear.

How do I see the Reporting Owners for an alternate Issuer?

Click the Reporting Owners link from the left navigation bar. Select the alternate issuer from the drop-down box. The list of Reporting Owner Profiles will be automatically displayed.

How do I use the Manage Holdings/Transactions feature?

The Manage Holdings/Transactions feature enables you to maintain the holding amounts and transactions of each reporting owner. The spreadsheet capabilities will keep track of the balance of securities that you set up. In order to manage individual holdings and transactions, you will need to set up the details of your Non-Derivative and Derivative Securities through the Issuer Profile screen. This eliminates the need to retype certain information related to the holdings for every Reporting Owner.
  1. Make sure you are logged into RR Donnelley File16
  2. In the blue margin on the left, click on Issuers
  3. Select an Issuer and click Modify
  4. Scroll down the Issuer profile and click Yes next to Manage Securities, then click on the link
  5. For your Non-Derivative Securities, add the Title of Security for each security you want to maintain transactions and balances
  6. For your Derivative Securities, add the Title of Security, Conversion or Exercise Price, Exercisable Date, Expiration Date and Underlying Security Title for each security you want to maintain transactions and balances
  7. Click Save
After the securities have been set up, you can proceed to Manage Holdings/Transactions at any time by selecting it in the blue margin on the left.
  1. If you have more than one Issuer, be sure the correct Issuer is selected in the drop down box
  2. Select a Reporting Owner and click Continue button
  3. This is the default view of Holdings and Transactions for both Non-Derivative and Derivative Securities
  4. To create a Non-Derivative or Derivative Holdings entry for the Reporting Owner, click on the Create Holding link under Table I or Table II (you must first create a Holdings entry for the Reporting Owner before you can create Transaction entries for that Holding)
  5. Select the Title of Security from the drop down menu and click the Continue button (Note: these are the securities input in the Issuer Profile screen)
  6. Enter data and click Save
  7. The Holding entry will show up under the appropriate table. From here you can create a transaction relative to that Holding by selecting the Holding entry (radio button) and clicking Create Transaction.
  8. Enter data and click Save
  9. The Transaction entry will show up under the appropriate table and indented under the appropriate Holding entry.
  10. To transfer Holding or Transaction entries to a Form to be filed, check the box at the end of the appropriate row “Transfer to Form”
  11. Scroll to the bottom of the screen, select the Form Type and then Copy to Form.
  12. A new form will be opened in the Complete Form screen with your Reporting Owner information and Table entry information populated.
  13. Once you “Copy to Form” the entries you checked, the date field on that entry in the Manage Holdings/Transaction screen will populate today’s date. (This is on the assumption that you filed with the SEC this Transaction/Holding).

Where can I get additional information about the Sarbanes-Oxley legislation and Section 16 filing requirements?

Additional information and resources can be found on RR Donnelley’s website by clicking here.

Where can I find answers regarding SEC form requirements and mandatory fields?

The SEC has published a series of frequently asked questions to assist everyone in dealing with some of the limitations of the current electronic system. FAQs 2, 4 and 5 address some of the most troublesome issues where cells in a row would normally be left blank. The link to the FAQ is: http://www.sec.gov/divisions/corpfin/sec16faq.htm

Who should I contact for additional information?

Click Contact at the top right of all RR Donnelley File16 screens for contact information.