The NASPP Blog

February 3, 2009

Emailing the SEC

Did you know that you can contact the SEC for answers to your Section 16 reporting questions (not too mention other securities law matters)? Now the SEC even has an electronic form that you can use to submit your questions.

Electronically Submitting Questions to the SEC

In the past, you had to call the SEC and leave a message briefly explaining your inquiry and then wait for someone to get back to you, who invariably asked you to re-explain yourself and then had to research the matter and get back to you again.  Now, with the electronic inquiry submission form, the SEC will have your explanation in writing, which should hopefully make things a little easier.

More good news is that the SEC has indicated that it will try to respond to all electronic inquires within 24 hours. So if an insider engages in a transaction you have a question about and you submit your inquiry right away, you might have a response from the SEC in time to still file a Form 4 for the transaction on time.  

The SEC will even try to call during the time period you specify, making it more likely that you’ll actually be at your desk when they call (although, your choices here are limited to morning, afternoon, or anytime–you can’t tell the SEC to call at exactly 10:00 AM or even specify, say, a two-hour window).  And by “morning” or “afternoon,” the SEC is referring to Eastern time–“morning” on the east coast is really early in the morning out here in the west and “afternoon” on the east coast is morning out here.

Types of Questions You Can Submit

In terms of Section 16, you can use the form to submit questions related to how to report specific transactions, the exemptions available under Section 16, filing procedures, and other interpretational matters. Questions on how to use the EDGAR system should still be directed to the SEC Branches of Filer Support and Filer Technical Support at (202) 551-8900.

The electronic form requires you to indicate which Division Office your request should be directed to. Section 16-related questions are typically addressed by the Office of Chief Counsel.

Don’t Get Too Clever For Your Own Good

I know that some of you are thinking that you’ll call the SEC and submit your question electronically, just to see which way you get a faster answer.  The SEC discourages this, so it would be better to just submit your question in whichever manner you are more comfortable with and wait patiently for the SEC to respond.

How to Find the Electronic Inquiry Submission Form

Probably the easiest way to find the new electronic inquiry submission form is to click the links I’ve provided in this blog.  If you want to find it on the SEC’s website, here’s how:

  1. Go to www.sec.gov.
  2. Click the link for “Corporation Finance” (all the way on the right of the page, under “Divisions/Offices”).
  3. On the next page, click the link for “General Information.”
  4. On the next page, click the link for “Submit an Electronic Request for Interpretive Advice and Other Assistance” and you’re there.

NASPP In the News

I’m excited to report that I was quoted yesterday in the Wall Street Journal.  The article discusses companies running out of shares in their stock plans as a result of declining stock prices–a problem I suspect many of you are familiar with (“Market Leaves Firms Running Out of Stock Options,” Phred Dvorak, February 2, 2009).   

Reason #11 to Renew Your NASPP Membership:  Alan Dye

All NASPP members have an opportunity to get answers to their Section 16-related questions from the foremost authority on Section 16 during Alan Dye’s popular annual Q&A webcast. Tune in later today as Alan answers the questions you submitted in advance. 

Early-Bird Rate Ends Friday for NASPP Online Course on M&A

The early-bird rate for the NASPP’s newest online educational program, Tackling Equity Compensation Issues Related to Mergers & Acquisitions, is only available until this Friday, February 6. At only $495, this course is a true bargain–and members that register by Friday qualify for yet another $100 off this price. Stock plan professionals involved in any aspect of the M&A process won’t want to miss this valuable program.  

NASPP Quick Survey on Section 16

The NASPP has posted a new Quick Survey on Section 16 Reporting and Compliance Procedures; please take a moment to complete it today. The survey is only seven questions; you can complete it in less than 10 minutes!

Exequity Quick Take Survey: 2009 LTI Grant Practices

Exequity is conducting a short survey on 2009 LTI grant practices to assess changes as a result of the recent economic turmoil. The survey asks 11 questions, which a person knowledgeable about a company’s recent and current LTI grant practices can answer in five minutes or less. Participants will receive a summary of the survey results. Today is your last chance to participate in the survey.  

NASPP “To Do” List

We have so much going on here at the NASPP that it can be hard to keep track of it all, so I keep an ongoing “to do” list for you here in my blogs. 

– Barbara