Who counts as a "reporting insider"
NI 55-104 deliberately narrowed the filing population when it came into force in 2010. The instrument defines a reporting insider in section 1.1, and only people on that list file insider reports:
- The CEO, CFO or COO of the reporting issuer, of a significant shareholder, or of a major subsidiary.
- A director of the reporting issuer, of a significant shareholder, or of a major subsidiary.
- A person responsible for a principal business unit, division or function of the issuer.
- A significant shareholder: more than 10 percent of voting rights, through beneficial ownership or control or direction, direct, indirect or combined (underwriting positions excluded).
- A significant shareholder on a post-conversion basis: convertibles exercisable within 60 days count toward the 10 percent line, and that entity's CEO, CFO, COO and directors are pulled in too.
- A management company providing significant management or administrative services to the issuer, along with its directors, its CEO, CFO and COO, and its significant shareholders.
- Anyone performing similar functions to the roles above.
- The reporting issuer itself, while it holds its own repurchased securities.
- A catch-all: any other insider who, in the ordinary course, receives or has access to undisclosed material information and exercises significant power or influence over the issuer.
"Major subsidiary" has a bright-line test: 30 percent or more of consolidated assets or revenue. A director of a small subsidiary is not a reporting insider; a director of the subsidiary that generates a third of group revenue is.
There is no Form 3 / Form 4 / Form 5 split as in the United States. Canada uses one electronic report (Form 55-102F2 on SEDI, with Form 55-102F6 as the paper fallback), and the initial-versus-subsequent distinction does the work instead.
What transactions get reported
The initial report (s. 3.2) discloses everything the insider starts with: beneficial ownership of, or control or direction over, securities of the issuer, plus any interest, right or obligation associated with a related financial instrument.
The subsequent report (s. 3.3) covers any change in the above: open-market buys and sells, private trades, grants, exercises, gifts. Exercising an option or convertible (s. 3.4) generates separate reports for the derivative leg and the underlying shares, so one economic event produces at least two lines.
Part 4 extends the net to agreements that alter economic exposure without changing legal ownership: hedging and monetization arrangements are reportable within 5 days of entry, amendment or termination (pre-existing ones within 10 days of becoming a reporting insider). An insider who has collared away the downside of a large position must say so.
The nature-of-transaction codes that matter
Every SEDI line carries a two-digit nature-of-transaction code from the official glossary. The ones worth memorising:
| Code | Meaning | Discretionary? |
|---|---|---|
| 00 | Opening balance on the initial report | Not a trade |
| 10 | Acquisition or disposition in the public market | Yes |
| 30 | Acquisition or disposition under a purchase or ownership plan | No |
| 47 | Acquisition or disposition by gift | No |
| 50 | Grant of options | No |
| 51 | Exercise of options | No |
| 90 | Change in the nature of ownership | No |
The full list runs much longer (11 private, 22 take-over bids, 36 conversions, 37 splits, 38 redemptions and buybacks, 53 to 58 for warrants and rights, 97 other, 99 corrections), but code 10 is where discretionary conviction lives. A screen that treats every acquisition line as buying is counting plan mechanics, not decisions.