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Form 4 Shows Zero Shares After a Sale — But the Insider Still Controls Millions. Here's Why.

Form 4 Shows Zero Shares After a Sale — But the Insider Still Controls Millions. Here's Why.

via Dev.to BeginnersVic Chen

An insider sells all their Class A shares. The Form 4 Table I shows zero remaining. Headlines scream "CEO dumps entire stake." But the CEO still controls 50 million Class B shares with 10x voting power. The Form 4 didn't lie — you just read the wrong table. The Table I trap Form 4 has two tables: Table What it shows What it doesn't show Table I Shares of the specific security that was transacted Other classes, derivatives, indirect holdings Table II Derivative securities (options, warrants, convertibles) Direct holdings in other classes When an insider sells Class A shares, Table I shows the transaction and the remaining Class A balance. If they sold all their Class A, the balance shows zero. But Table I only covers the transacted security class. It says nothing about: Class B shares (often with superior voting rights) Shares held through trusts or family entities Shares held through LLCs or partnerships Unvested RSUs or unexercised options (partially in Table II) Multi-class structure

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