SEDI filing rules: who reports what in Canada, and when

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:

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.

The 5 calendar day deadline

Two clocks run in Canada. The initial report is due within 10 calendar days of becoming a reporting insider (s. 3.2). Every subsequent report is due within 5 calendar days of the change (ss. 3.3, 3.4, 4.1).

Both clocks count calendar days. The official SEDI late-filing factsheet lists "reporting within 5 business days rather than 5 calendar days" as a common misunderstanding, and states that it earns no fee waiver. A trade executed on a Wednesday is late on the following Tuesday, weekend or not.

The 5-day rule dates from NI 55-104 itself, in force April 30, 2010 (a transition provision kept the old 10-day clock for transactions through October 31, 2010). Before that, provincial acts such as Ontario's s. 107 allowed 10 days. For calibration: SEC Form 4 runs on 2 business days, so Canadian filings typically land a few days behind their US equivalents.

Late filers pay by the day, and the tariff varies by province. Ontario and Alberta charge $50 per calendar day per insider per issuer, capped at $1,000 per insider per issuer per year. British Columbia charges $50 per transaction. Quebec is the outlier: $100 per day per transaction, capped at $5,000 per transaction. Beyond fees, late or non-filing is an offence under the securities acts themselves.

Where filings are published

Everything is published on SEDI (sedi.ca), the System for Electronic Disclosure by Insiders, established under NI 55-102 and shared by all CSA jurisdictions. Public access is free through "Access public filings", with no registration.

The catch: SEDI is a filing system, not a data product. There is no official public API and no bulk download, the front door sits behind aggressive bot protection, and the query interface is built for one insider or one issuer at a time. US-grade rules, pre-EDGAR distribution: that is why most systematic coverage of Canadian insider activity comes through intermediaries rather than off the portal itself.

How to read a SEDI filing

A SEDI insider report is a balance-and-movement statement per security. The fields that carry signal:

• Insider's relationship to issuer, codes 1 through 8: 1 issuer holding its own securities, 2 subsidiary, 3 holder of more than 10 percent of voting rights, 4 director, 5 senior officer, 6 director or senior officer of a company that is itself an insider under 3, 7 director or senior officer of another insider or subsidiary, 8 deemed insider (the six months before becoming an insider).
• Ownership type: 1 direct, 2 indirect (with the registered holder named), 3 control or direction (registered holder named). A position held through a family holding company shows up as type 2 or 3, not as a missing filing.
• Per-transaction fields: security designation, opening balance or balance on the last report, transaction date (the trade date, not settlement), nature-of-transaction code, number or value acquired, number or value disposed, unit or exercise price (flagged if in US dollars), and the resulting balance.

Read the nature code first, then check the ownership type and the registered holder, and only then look at the size of the line.

Interpretation traps

Part 5 plan purchases can be 15 months stale

Automatic securities purchase plans (DRIPs, employee share purchase plans, and "specified dispositions" such as automatic tax-withholding sales locked in by a 30-day irrevocable election) are exempt from the 5-day rule if the insider files an alternative annual report by March 31 of the next calendar year. That report can use an "acceptable summary form": a single December 31 line at an average price. A year of monthly plan buys can therefore surface roughly 15 months after the first purchase, as one aggregated entry. Lump-sum purchases inside a plan are not exempt, and option grants never qualify under Part 5.

Part 6 grants may sit on the issuer's file, not the insider's

If the issuer has disclosed a compensation arrangement on SEDAR+ and filed an issuer grant report on SEDI, the insider's own filing for that grant is deferred to an annual report due March 31. Anyone reconstructing an executive's option position from the insider's SEDI file alone will miss grants parked on the issuer's file.

Code 30 is a schedule, code 10 is a decision

Plan purchases (code 30) happen because a payroll deduction fired, not because the insider looked at the price. Only code 10 carries the open-market conviction read. Similarly, a code 51 exercise followed by a code 10 disposal is the Canadian mirror of the US cashless exercise: compensation being monetised, not a fresh view on the stock.

Issuer buybacks aggregate monthly

Normal-course issuer bid purchases by the issuer itself are reportable within 10 days of month end (Part 7), as monthly aggregates. Do not read a fat issuer line as a single-day event. Part 8 similarly lets pro-rata events (splits, stock dividends) ride along until the insider's next report.

How insiders-trades.com tracks SEDI

We cover TSX and TSX Venture issuers under the NI 55-104 regime described above, with the 5-calendar-day clock as the freshness baseline. Because the sedi.ca portal is bot-protected (Radware), we ingest the official date-range archive out-of-band through a Canadian residential proxy, with a public mirror feed as an in-wave fallback. Filings are merged into the same unified declaration model as every other market, with CAD amounts converted to EUR for cross-market comparison.

Browse the live output on the Canada market hub, or start from a company page such as FirstService, BCE or Canada Goose. For an individual filing history, see James O'Sullivan.

For the US regime this system most resembles, and a sense of how the 5-calendar-day SEDI clock compares with the faster 2-business-day US filing, read our SEC Form 4 guide. The insider disclosure rules by country index covers how the rest of the world stacks up.