10% owners and joint filings
Anyone who owns more than 10% of a company's shares must file Form 4, so the largest "insider" trades are usually by investment funds, not executives. Funds that hold a stake together often each file for the same trade, and this site counts such a trade once when it is worth $250,000 or more.
In brief
- A 10% owner is an insider for reporting purposes even with no role at the company.
- Most of the largest sales on Form 4 are funds reducing a stake.
- Several related entities can each report the same shares.
- Matching trades of $250,000 or more are counted once and flagged "also in another filing".
Who are 10% owners?
They are holders of more than 10% of a class of a company's shares: private-equity firms that took the company public, venture funds, founders and their family trusts, holding companies, occasionally another corporation. The law treats them as insiders because a holder that large may be close to the company, whether or not it has a board seat.
Their trades look different from an executive's. They are larger, often by a factor of a hundred, and they are usually sales: a fund exists to return money to its own investors, so selling down a holding after a company goes public is its ordinary business.
Why does one trade appear on several filings?
Because the shares can have several legal owners at once. A private-equity stake may be held by a fund, controlled by a general partner, which is controlled by a management company, which is controlled by named individuals. Each of them "beneficially owns" the same shares in the law's eyes, and each may file a Form 4 for the same sale, sometimes on one joint form and sometimes on separate ones.
Read one at a time they are all correct. Added together they multiply the trade. One real sale on this site once appeared under seven owners and summed to seven times its size.
How does this site avoid counting a trade twice?
It treats Form 4 rows as one trade when the stock, the date, the code, the share count and the price all match across different filings, the holdings reported after the trade match too, and the trade is worth $250,000 or more. The earliest filing keeps the trade. The others stay visible on each filer's own page, carry the flag "also in another filing", and are left out of totals and off the map.
The threshold is there because small identical trades do happen for real: two directors each buying 1,000 shares at the same price on the same day are two purchases.
The underlying filings are not changed; this is a rule for adding up, written out in the methodology.
How can I look at executives only?
Use the Role filter on the insider map: "Officers", "Directors" or "10% owners". The picture often changes completely. A month that looks like heavy insider selling can turn out to be two funds, with officers and directors doing very little.
Questions and answers
What is a 10% owner on Form 4?
A 10% owner is a person or fund that holds more than 10% of a class of a company's shares. They must report trades on Form 4 just as officers and directors do.
What does "also in another filing" mean?
It means the same trade was reported on more than one Form 4, usually by related funds that own the shares together. Trades of $250,000 or more are counted once in totals.
Why are the biggest insider sales by funds and not executives?
Because funds that own more than 10% of a company hold far more stock than any executive, and selling down a stake is how a fund returns money to its own investors.
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Not investment advice. This guide explains public records and how this site presents them. It makes no recommendation to buy or sell anything. All guides · All questions · Report an error