CVM, SEC Forms 3 4 5 and 13F: Insider vs Institutional Disclosures
TL;DR
- Forms 3, 4 and 5 report corporate insiders — officers, directors and >10% shareholders must disclose their personal transactions in the company's own securities within days of each trade.
- Form 13F reports institutional managers — investment advisers with ≥$100 million in Section 13(f) securities file quarterly portfolio snapshots, revealing fund positions but not individual trades.
- CVM Resolution 44 Article 11 covers Brazilian insiders — officers, directors and board members notify their securities transactions to the company within five days, and the company transmits the data to the CVM within 10 days after month-end.
Investors who want to understand who is buying or selling a stock need to know which disclosure regime applies. Corporate insiders file Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission (SEC) or notify the CVM in Brazil. Institutional investment managers file Form 13F in the United States. FundamentalRadar aggregates these filings so you can research ownership changes for any stock, including Apple (AAPL). For a broader view of how to screen stocks by ownership concentration, see the stock screener guide.
What are corporate insiders?
A corporate insider is someone with access to non-public information about a company because of their position or ownership. Under U.S. law, insiders include officers, directors and any person who beneficially owns more than 10% of a class of the company's equity securities Investor.gov.
In Brazil, CVM Resolution 44 Article 11 defines insiders as officers, board members, fiscal council members and members of statutory technical or advisory bodies CVM Resolution 44. The disclosure obligation also extends to the insider's non-separated spouse, tax-return dependents and companies they control.
Insiders file to disclose their personal holdings and transactions in the securities of the company they serve. This is fundamentally different from institutional managers, who file to disclose the securities held in the funds they manage on behalf of clients.
SEC Forms 3, 4 and 5: U.S. insider reporting
The SEC requires insiders to file three forms, each with a distinct trigger and deadline.
Form 3 reports an insider's initial ownership when they first become subject to Section 16 of the Securities Exchange Act. A newly appointed director or promoted officer must file within 10 days of becoming an insider Investor.gov.
Form 4 reports every transaction — purchase, sale, option exercise, award or gift — executed by an insider. The filing deadline is two business days after the trade date. Each transaction carries a code indicating its nature: "P" for purchase, "S" for sale, "A" for an award or grant, "M" for exercise of a company-granted option, and "F" for shares withheld to cover the exercise price or tax liability Investor.gov.
Form 5 is an annual summary. It is due within 45 days after the company's fiscal year-end and reports transactions that were exempt from Form 4 reporting — for example, certain purchases of less than $10,000 in a rolling six-month period Investor.gov.
These forms reveal the insider's economic stake in the company. The SEC's Office of Investor Education and Advocacy notes that many investors consider insider purchases to be a useful signal of management's confidence in the company, while insider sales may reflect liquidity needs rather than a negative view Investor.gov.
CVM ownership disclosure: Article 11
Brazil's insider disclosure regime operates through a two-step process. The insider notifies the publicly held company within five days of each transaction. The company's Director of Investor Relations (DRI) then transmits the information to the CVM within 10 days after the end of the month in which the position changed CVM Resolution 44.
The CVM's open data portal publishes this information in the "Valores Mobiliários Negociados e Detidos" dataset, which contains five years of reports updated weekly CVM Open Data. The dataset includes the insider's role (officer, director, board member, etc.), identification, CPF/CNPJ, quantity and characteristics of the securities, issuer, position before and after the transaction, acquisition method, transaction price and date CVM Resolution 44.
Article 12 of Resolution 44 addresses a different situation: when a shareholder's ownership crosses thresholds of 5%, 10%, 15% or successive multiples of 5%. This applies to controllers, shareholders able to elect board members and persons or groups acting jointly. Article 12 is a significant-participation rule, not an insider-transaction rule.
Form 13F: institutional investment managers
Form 13F serves a completely different purpose. It does not report individual trades or insider holdings. Instead, it discloses the portfolio positions held by institutional investment managers as of the last day of each calendar quarter.
An institutional investment manager must file Form 13F if it exercises investment discretion over accounts holding at least $100 million in Section 13(f) securities on the last trading day of any month during a calendar year SEC Form 13F FAQ. Section 13(f) securities include U.S.-exchange-listed stocks, certain ETFs and closed-end funds, certain equity options and warrants, and certain convertible debt securities listed on the SEC's Official List. Ordinary open-end mutual funds are generally not reportable.
Once the threshold is met, the manager files four quarterly reports within 45 days after each quarter-end. The obligation continues until the manager has not met the threshold for a full calendar year. A natural person investing solely for their own account is excluded, but an individual managing another person's or entity's account may be subject to the rule SEC Form 13F FAQ.
Each Form 13F report lists the issuer name, title and class of security, CUSIP, number of shares or principal amount, fair market value, investment discretion and voting authority. The report covers long reportable positions only; short positions and many derivatives are not disclosed in the same manner SEC Form 13F FAQ.
Key differences between insider filings and Form 13F
| Feature | Forms 3, 4, 5 (SEC) / Article 11 (CVM) | Form 13F (SEC) |
|---|---|---|
| Who files | Corporate insiders of the issuer | Institutional investment managers |
| What is reported | Personal transactions and holdings in the issuer's securities | Portfolio positions across all issuers |
| Filing trigger | Each transaction or change in position | $100 million threshold in Section 13(f) securities |
| U.S. deadline | Form 3: 10 days; Form 4: 2 business days; Form 5: 45 days after year-end | 45 days after each quarter-end |
| Brazil deadline | 5 days to the company; company transmits to CVM within 10 days after month-end | Not applicable |
| Data granularity | Individual trades with price, quantity and date | Quarter-end snapshot of positions |
| Source | Investor.gov | SEC Form 13F FAQ |
The distinction matters because insider filings reveal what company executives do with their own money — their personal transactions and holdings in the company's securities — while Form 13F reveals what professional fund managers hold.
Researching disclosures on FundamentalRadar
FundamentalRadar consolidates ownership data from multiple regulatory sources into a single interface. When you open a stock page such as Apple (AAPL), the ownership section displays insider holdings, recent Form 4 transactions and institutional positions derived from Form 13F filings.
For Brazilian stocks, FundamentalRadar draws on the CVM's "Valores Mobiliários Negociados e Detidos" dataset published at dados.cvm.gov.br. The dataset provides five years of insider transaction reports updated weekly, covering officers, directors and board members of publicly held companies CVM Open Data. Note: Brazilian stocks do not have Form 13F data; institutional ownership information for US equities comes from SEC filings.
For U.S. stocks, the platform aggregates SEC EDGAR filings. Form 4 filings appear within two business days of an insider trade, giving you near-real-time visibility into executive activity. Form 13F filings arrive 45 days after each quarter-end, providing a quarterly snapshot of institutional ownership. To combine ownership data with valuation metrics, see the fundamentalist score guide.
Common errors and fixes
| Error | Cause | Fix | Source |
|---|---|---|---|
| Treating Form 13F as a trade report | Confusing quarterly position snapshots with transaction records | Form 13F shows holdings as of quarter-end, not when positions were bought or sold | SEC Form 13F FAQ |
| Assuming insider sales signal a problem | Sales may reflect diversification, liquidity needs or tax obligations | Consider the context of each Form 4 transaction and whether the insider is buying as well as selling | Investor.gov |
| Missing Form 4 filings because of the 2-business-day deadline | Assuming the filing reflects the trade date rather than the filing date | Check the transaction date on Form 4, not just the filing date | Investor.gov |
| Applying the $100 million Form 13F threshold to insiders | The threshold applies only to institutional managers, not corporate insiders | Insiders file Forms 3, 4 and 5 regardless of their ownership percentage (above 10% triggers Section 16) | Investor.gov |
| Assuming CVM Article 11 covers all shareholders | Article 11 applies only to officers, directors and board members | Shareholders crossing 5%, 10% or 15% thresholds report under Article 12, not Article 11 | CVM Resolution 44 |
| Expecting Form 13F to show short positions or all derivatives | The form reports long reportable positions only | Short positions, certain derivatives and open-end mutual fund holdings are excluded | SEC Form 13F FAQ |
Frequently Asked Questions (FAQ)
Q: Who must file Form 3 with the SEC?
Any person who becomes an officer, director or beneficial owner of more than 10% of a class of a company's equity securities must file Form 3 within 10 days of becoming an insider. This requirement applies to U.S. public companies and is separate from the CVM's Article 11 obligation for Brazilian insiders.
Q: What is the difference between Form 4 and Form 13F?
Form 4 reports an individual insider's transactions in the company's securities within two business days of each trade. Form 13F reports an institutional manager's portfolio positions across all issuers as of the last day of each quarter.
Q: Does Form 13F show when a fund manager bought or sold a stock?
No. Form 13F discloses shares and fair market value as of quarter-end, not the date or price of individual trades.
Q: What does the CVM "Valores Mobiliários Negociados e Detidos" dataset contain?
The dataset publishes insider transaction reports from publicly held companies under CVM Resolution 44 Article 11. It includes the insider's role (officer, director, board member), CPF/CNPJ, quantity and characteristics of the securities, issuer, position before and after, acquisition method, transaction price and date. Data covers five years, updated weekly. Note: The dataset does not include institutional holdings; that information comes from SEC Form 13F filings for US equities.
Q: Can a natural person file Form 13F?
A natural person investing for their own account is generally excluded. An individual managing another's account may be an institutional manager and required to file.
Q: How often must Brazilian insiders report transactions to the CVM?
The insider notifies the company within five days. The DRI transmits to the CVM within 10 days after month-end.
Q: What happens if an insider buys and sells shares in the same month?
The CVM's guidance states that every transaction must be reported even if the ending balance is unchanged. A purchase followed by a sale generates two separate entries in the disclosure. The same applies under SEC Form 4.
Sources
- CVM Open Data — Valores Mobiliários Negociados e Detidos — Describes the periodic disclosure dataset containing five years of insider transaction reports from publicly held companies, updated weekly.
- CVM Resolution 44 — Defines insider disclosure obligations under Article 11 (officers, directors, board members) and Article 12 (significant ownership changes at 5%, 10% and 15% thresholds).
- CVM Open Data Portal News — Announces the availability of securities holdings and transaction data for publicly held companies on the CVM open data portal.
- Investor.gov — Forms 3, 4 and 5 — Explains insider reporting requirements, transaction codes and the deadlines for each form under Section 16 of the Exchange Act.
- SEC Form 13F FAQ — Details the $100 million filing threshold, quarterly deadlines, reportable securities and the continuing obligation for institutional investment managers.
For related reading, see the stock screener guide and the sector analysis guide.