Glossary

Directors, officers and shareholders who own more than 10% of a company must report their trades in its stock on Form 4 within two business days. Every transaction carries a one-letter code that tells you what kind of transaction it was. These are the codes you will see most often.

PPurchase

The insider bought shares with their own money, on the open market or in a private deal (for example, a company's private placement). This is the code investors watch most closely: it is money the insider chose to put in.

SSale

The insider sold shares on the open market or in a private deal. People sell for many reasons, such as paying taxes, diversifying or following a pre-set 10b5-1 plan, so a single sale usually says less than a purchase.

AGrant or award

Shares, options or restricted stock units the company gave the insider, usually as part of their pay. The insider did not buy them on the market, so this is compensation, not a purchase.

DReturned to the company

Shares disposed of to the company itself rather than sold to other investors. Examples: the company buying the shares back, or shares cancelled in a merger in exchange for cash or the acquirer's stock.

FTax withholding

Shares withheld or handed over to pay taxes or an option's exercise price when an award vests or options are exercised. It is an automatic, administrative step, not a decision to sell, and it usually appears right after an A or M.

GGift

Shares given away, or received as a gift, for example to family, a trust or a charity. No money changes hands, so it is not a buy or sell signal.

MOption exercise

The insider exercised or converted options or restricted stock units received under a company pay plan, turning them into shares at a price set in advance. It is often followed the same day by an S (sale) or F (tax withholding). It is not an open-market purchase.

XIn-the-money exercise

Exercise of an option or warrant whose exercise price is at or below the market price, outside a company pay plan. Like M, it turns a derivative into shares at a preset price; it is not an open-market purchase.

CConversion

A convertible security, such as convertible preferred stock or a convertible note, was converted into common stock. Only the form of the holding changes; nothing new is bought.

WInheritance

Shares acquired or passed on by will or inheritance, for example when an estate transfers shares to heirs.

JOther

Any other acquisition or disposition that does not fit the codes above. The filer has to explain it in a footnote, so check the original SEC filing to see what happened. Common examples are transfers between the insider's own accounts or trusts, and a fund distributing shares to its partners.

Form 4 also has a separate column marked (A) or (D), meaning the shares were acquired or disposed of. It is not the same thing as codes A and D.

If you only want to know what insiders bought or sold with their own money, look at P and S.

Form 4 has two tables. Table I (non-derivative) covers the stock itself, usually common stock. Table II (derivative) covers rights to buy or sell the stock later: stock options, warrants, restricted stock units and convertible securities. For derivatives, the share count is the number of shares they can be turned into.

When an insider exercises an option, the same event usually appears twice: the option leaves Table II and the new shares arrive in Table I. Adding the two together would count it twice, which is why exercises (M and X) should not be treated as purchases.

A Rule 10b5-1 plan is a written trading plan that an insider sets up in advance, at a time when they have no material non-public information. After that, trades happen automatically on the dates, amounts or prices written in the plan. Because the timing was decided months earlier, a planned sale says little about what the insider thinks today.

The SEC tightened the rules in 2023. Directors and officers must now wait at least 90 days (up to 120) after adopting or changing a plan before trading under it, and Form 4 has a checkbox showing whether a trade was made under a plan. Filings from before April 2023 don't have this checkbox, so older trades can't be told apart this way.

Form 13F shows what large institutional investors own.

Who files

Investment managers with $100 million or more in 13(f) securities (mainly US-listed stocks), such as hedge funds, mutual fund companies, banks and pension funds.

When

Every quarter, within 45 days after the quarter ends. It is a snapshot of the last day of the quarter, so by the time it is published it can be up to 45 days old, and the positions may already have changed.

What's included

Only long positions in 13(f) securities, such as US-listed stocks, ETFs, some convertible bonds and listed options. Short positions, cash, most bonds and stocks listed only abroad are left out, so a 13F is not the whole portfolio. Call and put option positions are reported separately from shares.

Amendments (13F-HR/A)

A restatement replaces the original filing for that quarter. A new-holdings amendment adds positions that were left out, often ones the SEC had allowed the manager to keep confidential for a while.

Complete quarters

Filings keep arriving until the 45-day deadline, so a quarter is only complete once the deadline has passed. Numbers for a quarter that is still being filed will look too low.

Anyone who comes to own more than 5% of a class of a listed company's voting shares must tell the SEC. Investors who may try to influence the company file Schedule 13D; passive ones file the shorter Schedule 13G. Separately, insiders who plan to sell restricted or control shares file Form 144.

Schedule 13D

Filed by an investor that acquires more than 5% of a class of a company's voting shares and may seek to influence or control it: activist funds, would-be acquirers, founders and other large holders. It is due within 5 business days of crossing 5% and states the investor's plans for the company. It must be amended within 2 business days of a material change, such as buying or selling 1% or more of the shares.

Schedule 13G

A shorter form for holders of more than 5% who have no intention of influencing the company. Banks, broker-dealers, fund managers and other qualified institutions, and holders that owned their shares before the company went public, file within 45 days after the end of the quarter in which they crossed 5%. Other passive investors file within 5 business days and must stay below 20%. A 13G filer that decides to push for changes has to switch to Schedule 13D.

13D/A and 13G/A

Amendments that update an earlier filing. Each one reports the holder's current stake, so the change from the previous filing shows whether it bought or sold. A holder whose stake falls below 5% files a final amendment, often showing 0%. 13G amendments are due within 45 days after the end of a quarter with a material change.

The 5% threshold

Ownership is counted as beneficial ownership: shares the holder can vote or sell, including shares it has the right to acquire within 60 days, for example through options or convertible securities. The percentage is of the class of shares outstanding. When several people or funds file together as a group, each reports the shares it counts as its own, which can include the others', so Livermore shows the largest single stake instead of adding them up.

SC 13D and SC 13G (old format)

Before December 18, 2024, 13D and 13G filings were free-form documents with the form types SC 13D and SC 13G. Since then they are filed as structured data. Livermore reads the stake, the shares and the event date from structured filings; for the older ones it records the filer, the company and the date only.

Form 144

A notice filed by an affiliate of a company (an officer, a director, a holder of 10% or more, or anyone else who controls it) who plans to sell restricted or control shares under Rule 144. It is required when the planned sales within three months exceed 5,000 shares or $50,000, and is filed when the sell order is placed. It shows the number of shares, their market value, the broker and the approximate sale date. It is a plan, not a completed sale: officers and directors report the sale itself on Form 4, and a notice can go unused.

Rule 144

The SEC rule that lets holders of restricted shares (bought in a private placement or received as compensation) and control shares (held by affiliates) sell them in the public market. Restricted shares must first be held for six months or a year, and affiliates may sell no more in any three months than the greater of 1% of the shares outstanding or the average weekly trading volume of the previous four weeks.

Under the STOCK Act of 2012, members of Congress report trades in stocks, bonds and other securities, including trades by their spouse and dependent children. House members file with the Clerk of the House, and senators with the Secretary of the Senate, whose reports are published in the eFD system.

Periodic transaction report (PTR)

The form a member files to report individual trades. One report can list many trades. Livermore lists every report filed since 2020 and reads the trades in the electronic ones.

Listed securities

Stocks (including ADRs), ETFs and options on them: the trades that have an exchange ticker. Livermore's politician trade lists, counts and totals show only these by default. Members also report Treasury bills and notes, municipal and corporate bonds, private companies and LLCs, private funds, mutual funds, crypto and other assets. Choose All assets in the Assets filter to include them, along with members who report only such assets or file only on paper.

Amount ranges

Members report the value of each trade as a range, such as $1,001-$15,000 or $50,001-$100,000, not an exact amount. Livermore's estimated volume adds up the midpoint of each range and counts an “Over $X” range as $X, so treat it as a rough size, not a total.

Filing delay and the 45-day rule

The STOCK Act requires a report within 30 days of learning about a trade, and no later than 45 days after the trade itself. Livermore counts the filing delay in calendar days from the trade to the first report of it, and marks trades reported more than 45 days later as late. A few reports give a trade date after the filing date, a typing error by the filer; those delays are not shown.

Owner

Whose account made the trade: the member (self), the spouse, a joint account or a dependent child. Trades by the spouse and children must be reported too.

Amendments

A member can correct a report later. A Senate amendment restates the whole report, while a House amendment corrects or deletes single trades. Livermore lists only the latest version of each trade, and a trade that appears in two reports is counted once.

Paper and scanned reports

Some members file on paper or as scanned documents. Livermore lists those reports with a link to the official copy but does not read the trades in them, so they are not in the trade lists or totals.

US-listed companies report their results to the SEC in standard forms. Livermore lists these filings and builds financial statements from the XBRL data inside them.

10-K and 10-Q

The 10-K is the annual report, with audited financial statements, due 60 to 90 days after the fiscal year ends depending on the company's size. The 10-Q is the unaudited quarterly report for the first three fiscal quarters, due 40 to 45 days after the quarter. There is no 10-Q for the fourth quarter: it is covered by the 10-K. Foreign companies file a 20-F once a year (some Canadian companies a 40-F) and furnish quarterly results on Form 6-K.

8-K and its items

A current report filed within four business days of a significant event. Each event is an item with a number: 2.02 for earnings results, 5.02 for a director or officer leaving or joining, 4.02 when earlier financial statements can no longer be relied on, 1.01 for a material agreement, and 9.01 for attached exhibits such as press releases. One 8-K can list several items.

Derived Q4

Because there is no 10-Q for the fourth quarter, Livermore computes Q4 as the full year from the 10-K minus the first three quarters. Cash flow statements in 10-Qs are year-to-date, so single-quarter cash flows are derived by subtraction too. Derived values are marked †; EPS and weighted share counts are never derived.

Free cash flow

Operating cash flow minus capital expenditures: the cash a business generated after paying for property and equipment. It isn't a line in the filings; Livermore computes it from the two reported figures.

Reported date

When results were first made public: the first 8-K with Item 2.02 filed after the period ended, no later than the 10-Q or 10-K. Companies that publish results only in the 10-Q, and foreign companies, have none.

Short sellers sell borrowed shares and buy them back later. FINRA and the SEC publish several kinds of data about it, and they are easy to mix up.

Short interest

The number of shares sold short and not yet bought back, as of a settlement date. Brokers report it to FINRA twice a month, and FINRA publishes it about eight business days after the settlement date.

Short interest vs. daily short volume

Short interest is a position: shares still sold short on one date. Daily short volume counts the short sales executed each day in off-exchange trades reported to FINRA, including market makers' short sales that are closed the same day. A high short volume ratio doesn't mean investors are betting against a stock: market makers' short sales are usually about half of off-exchange volume.

Days to cover

Short interest divided by average daily trading volume: roughly how many days of normal trading it would take to buy back every share sold short. FINRA calculates it and caps it at 999.99; Livermore shows those as > 999.

Fails-to-deliver (FTD)

Shares a seller didn't deliver to the buyer by the settlement date, from SEC data published twice a month, about two weeks late. Fails can come from short sales or from ordinary settlement problems, so they aren't a count of naked short selling.

ATS (dark pool) volume

Alternative trading systems are private venues that match orders away from the exchanges. FINRA publishes each stock's weekly ATS volume, and its other off-exchange (OTC) volume, two to four weeks later. Livermore shows ATS volume as a share of ATS plus OTC volume, not of all trading.

Cluster buy

At least three different insiders of the same company bought shares on the open market (code P, non-derivative) in filings from the last 30 days. Several people putting in their own money at the same time says more than a single purchase.

Filing delay and late filings

The filing delay is the number of business days between the trade and the filing. Form 4 is due within two business days of the trade, so filings that took longer are marked as late.

Implied quarter-end price

13F reports a market value and a share count for each holding, not a price. Value divided by shares gives the price the filer used at the end of the quarter. It is not the price the institution paid.

Not filed is not sold out

A holding counts as sold out only when the institution filed its 13F for the quarter without it. Institutions that have not filed yet are shown as not filed, not as sellers.

Current 5% holders

For each holder and each class of shares, Livermore takes the latest 13D or 13G filing, and counts the holder as a current 5% holder when that filing reports 5% or more. The stake is as of that filing: 13G holders only amend after a material change, holders whose last filing was in the old format have no stake on record, and holders usually stop filing after a company is acquired or delisted.

Superinvestors

A list of well-known investors picked by Livermore, such as Warren Buffett (Berkshire Hathaway) and Li Lu (Himalaya Capital). The site follows their 13F holdings, their quarterly buys and sells, and the Form 4 filings they make themselves.

Price outlier

A reported price that is far out of line: usually a typo, a wrong unit or a price in a foreign company's local currency rather than US dollars. The row is shown as filed, but it is left out of rankings by value, such as the largest purchases.

Amendment

A filing that corrects or adds to an earlier one, such as Form 4/A or 13F-HR/A. Livermore uses the amended version and marks it as amended.

CIK (Central Index Key)

The SEC's number for every filer: companies, funds and people. Livermore writes it with 10 digits, for example 0001067983 for Berkshire Hathaway. Pages for institutions and insiders are keyed by CIK.

CUSIP

A 9-character code for a security. 13F filings identify holdings by CUSIP, not by ticker, so Livermore matches each CUSIP to a ticker. A company can have several CUSIPs, one for each share class or security.

Accession number

The ID of a single SEC filing, for example 0001193125-26-352200. The first ten digits are the CIK of the filer or filing agent that submitted it.

Ticker

The trading symbol, such as AAPL. Share classes use a dot, as in BRK.B. Tickers can change or be reused, so Livermore follows companies by CIK and matches tickers again every day.

How the data is collected, and what it can't tell you, is explained in About the data.

These explanations are simplified for readability and are not legal advice.