55-316 Questions and answers on Insider Reporting and the System for Electronic Disclosure by Insiders (SEDI) [CSA Staff Notice]

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55-316 Questions and Answers on
Published: 2010-06-11


TABLE OF CONTENTS

INTRODUCTION

SOME DEFINED TERMS

1. GENERAL
1.1 Who uses SEDI?
1.2 What computer systems requirements do I need to use SEDI?
1.3 Who do I call for help with SEDI?
1.4 Do I need to pay to use SEDI?
1.5 How do I access SEDI?
1.6 Where must I file my insider report?
1.7 When can I use SEDI?
1.8 What if I file my report late, it is inaccurate, or I do not file at all?
1.9 What if I am required to file an insider report and SEDI is not available?
1.10 Where can I find the legal requirements for SEDI?
1.11 When should I seek legal advice?
1.12 Where can I get information about how to use SEDI?
1.13 Will the information I enter on SEDI be publicly available?
1.14 What are some of the technical features I should keep in mind when using SEDI?

2. REGISTRATION
2.1 General
2.1.1 Do I need to register to use SEDI?
2.1.2 When do I need to register as a SEDI user?
2.1.3 What information do I need to provide to register as a SEDI user?
2.1.4 In what category should I register on SEDI?
2.1.5 When should I register as an insider?
2.1.6 When should I register as an issuer representative?
2.1.7 When should I register as an agent?
2.1.8 How do I register on SEDI?
2.1.9 What is the confidential question and answer I need to give?
2.1.10 Once I enter all the information on the registration form (Form 55 102F5), how do I have it validated?
2.1.11 How long will it take for the SEDI operator to validate my registration?
2.1.12 Can I file information on SEDI before my registration is validated?
2.1.13 How do I find out if my account has been validated?
2.1.14 What if my information changes after I have submitted the form?
2.1.15 Can I still submit my SEDI user registration without entering a postal/zip code because I reside outside North America?

2.2 Agents
2.2.1 Can an issuer or a reporting insider have several agents?
2.2.2 Can a law firm register as an agent?
2.2.3 Can law clerks register as agents?
2.2.4 Can I register as an insider, an issuer representative and an agent?
2.2.5 Do insiders who will only file through an agent need to register on SEDI?
2.2.6 Do issuers who will only file through an agent need an issuer representative?
2.2.7 As an agent, how do I access each of my client’s filings?
2.2.8 Do I, as the agent for a reporting insider, have to file a power of attorney for insider reports filed on SEDI?
2.2.9 Can I, as an agent, register someone else as a SEDI user?

2.3 Passwords
2.3.1 How many passwords and access keys will I have as an agent?
2.3.2 What do I do if I cannot remember my password?
2.3.3 When will I be issued my password and ID, as opposed to my access key? How are they different?

3. ISSUER INFORMATION
3.1 General
3.1.1 Which issuers must use SEDI?
3.1.2 Do I have to file a report if I am a reporting insider of (a) an income trust, (b) a labour sponsored investment fund corporations (LSIFs) or a labour sponsored venture capital fund corporation (LSVCF), (c) a mutual fund or (d) a limited partnership?
3.1.3 If the reporting insiders of a SEDI issuer are exempt from insider reporting requirements, does the SEDI issuer have to file issuer information on SEDI?
3.1.4 Why do I need to file on SEDI as an issuer?
3.1.5 Who can file for an issuer?
3.1.6 Can an issuer have several issuer representatives?
3.1.7 What do I need to file on SEDI?
3.1.8 How do I file issuer information on SEDI?
3.1.9 Do issuers pay fees to file on SEDI? What are they, how are they paid and when?
3.1.10 What do I do if cannot access SEDI to file issuer information?

3.2 Issuer Profile Supplement
3.2.1 What is an issuer profile supplement?
3.2.2 When do I need to file an issuer profile supplement?
3.2.3 What if I do not file an issuer profile supplement on SEDI?
3.2.4 How do I designate the issuer’s outstanding securities and related financial instruments?
3.2.5 What securities can I designate under the ‘Equity’ category?
3.2.6 What securities can I designate under the ‘Debt’ category?
3.2.7 How do I designate the following types of securities?
3.2.8 Do I need to file an issuer profile supplement if the issuer is only offering limited partnership units?
3.2.9 Are shares and options the same thing?
3.2.10 What derivatives can I select as a category of securities?
3.2.11 What if a class of securities on the drop-down list box of security designations is no longer issued or outstanding?
3.2.12 What if I entered the wrong type of security or related financial instrument? Can I remove it?
3.2.13 Who is an insider affairs contact?
3.2.14 Why do I need to give insider affairs contact information?
3.2.15 How does a SEDI issuer change its information on SEDI?
3.2.16 Do I designate in the issuer profile supplement all types of issued securities and related financial instruments, not just the ones issued currently to the insiders?
3.2.17 If I issue common shares through both an employee share ownership plan (ESOP) and a dividend reinvestment plan (DRIP), do I have to create two separate security designations for common shares of the ESOP and common shares of the DRIP?

3.3 Issuer Event Report
3.3.1 What is an issuer event?
3.3.2 What is an issuer event report?
3.3.3 Who must file an issuer event report?
3.3.4 When do I need to file an issuer event report?
3.3.5 What information do I need to file?
3.3.6 Why do I need to file this report?
3.3.7 What if I do not file this report?
3.3.8 Do I file one report or several reports if a number of transactions comprise the issuer event?
3.3.9 What information do I need to provide in the ‘Issuer report details’ field?
3.3.10 What if there is not enough space in the ‘Issuer report details’ field to adequately describe the event?
3.3.11 Can I provide some information just to the securities regulators that is not viewable by the public?
3.3.12 When do I file an issuer event report versus a material change report?
3.3.13 What is the “Effective date” on an issuer event report form?

3.4 Issuer Grant Report
3.4.1 What is an issuer grant report?
3.4.2 Who files an issuer grant report?
3.4.3 When do I file an issuer grant report?
3.4.4 What information do I need to provide in an issuer grant report?
3.4.5 Where do I file an issuer grant report?
3.4.6  If an issuer files an issuer grant report, when do the reporting insiders need to file insider reports about the grant?
3.4.7 What happens if I do not file an issuer grant report?

4. INSIDER INFORMATION
4.1 General

4.1.1 Do I have to use SEDI to file my insider reports?
4.1.2 Do I have to file my reports myself?
4.1.3 What do I need to file on SEDI?
4.1.4 When do I need to file my insider reports on SEDI?
4.1.5 Do I need to do anything on SEDI before using SEDI to report my transactions?
4.1.6 Can I make a filing after I have completed the online registration form on SEDI but before my registration has been validated?
4.1.7 What if I need to file my insider profile or insider reports and SEDI is unavailable?
4.1.8 Am I a reporting insider?
4.1.9 Do I have to file reports if I am a reporting insider?
4.1.10 Do I need to report for a period before I was a director, CEO, CFO or COO of the relevant reporting issuer?
4.1.11 As a reporting insider, do I need to report securities and related financial instruments that my spouse owns or controls?
4.1.12 What if I already have an insider profile and need to add new reportable securities or related financial instruments?
4.1.13 What if I am no longer required under securities legislation to file insider reports in relation to a particular company?

4.2 Insider Profile
4.2.1 What is an insider profile?
4.2.2 When do I file an insider profile?
4.2.3 What information do I need to include in my insider profile?
4.2.4 What do I need to do if I am a reporting insider of several companies?
4.2.5 What if the information in my insider profile changes?
4.2.6 What if I cannot find a SEDI issuer in the database that I need to add to my insider profile?
4.2.7 Do I need to add the name of the broker or depository as the registered holder of the securities if I own the securities directly?
4.2.8 When do I need to add registered holders and in what circumstances?
4.2.9 If I am no longer an insider, what do I have to do on SEDI?
4.2.10 If I cease to be a reporting insider, but am still an insider, how do I update my insider profile to reflect the change?
4.2.11 What is the additional contact information that I can provide on my insider profile?
4.2.12 What date do I report: an opening balance date or the date I became an insider?
4.2.13 What if I have filed a duplicate insider profile by mistake?

4.3 Insider Report
4.3.1 General
4.3.2 When do I file my insider report on SEDI?
4.3.3 Do I need to file a separate report on SEDI for each province and territory where I have insider reporting obligations?
4.3.4 What type of report do I file when I first become a reporting insider of a SEDI issuer and own securities or related financial instruments of that issuer?
4.3.5 What type of report do I file after I have made my initial SEDI report?
4.3.6 How do I know if my insider report is successfully filed on SEDI?
4.3.7 When do I file insider reports in paper format?
4.3.8 How do I check if my filing was completed?
4.3.9 As an agent can I make a bulk filing for a number of reporting insiders?
4.3.10 Do I need to file on SEDI insider reports required under federal legislation, such as the Canada Business Corporations Act?
4.3.11 What do I file if I am an insider of a U.S. issuer that is a registrant with the SEC and I file insider reports with the SEC?
4.3.12 What do I file if I am an insider of a Designated Foreign Issuer under NI 71-102?
4.3.13 What is the significance of the codes used on SEDI?
4.3.14 I want to report a transaction but SEDI keeps asking me for an opening balance for my securities. What do I do?
4.3.15 When reporting values and amounts, can I enter commas, decimals or fractions?
4.3.16 How do I add more information about the transaction I am reporting?
4.3.17 What if I have to change information that I already filed in a report on SEDI?
4.3.18 Do I have to report all my holdings of securities and related financial instruments of the SEDI issuer or just the securities and related financial instruments in respect of which my ownership or control has changed?
4.3.19 What do I do if I have been previously filing insider reports but am no longer required to?
4.3.20 Do I also need to file an insider report if I file an early warning report (EWR) or an alternative monthly report (AMR) for a particular transaction?
4.3.21 Do I need to file a report when I become a reporting insider if I do not own or control any securities or related financial instruments of the issuer?

4.4 Reporting for Related Financial Instruments
4.4.1 What is a related financial instrument?
4.4.2 What related financial instruments do I need to report on SEDI?
4.4.3 What is an underlying security and how do I report it?

4.5 Reporting Transactions
4.5.1 How does an issuer that is an insider report transactions under a normal course issuer bid?
4.5.2 How do I report acquisitions under an automatic securities purchase plan (including employee share ownership plans (ESOP) and dividend reinvestment plans (DRIP))?
4.5.3 If I acquire securities through an employee share ownership plan (ESOP) or a dividend reinvestment plan (DRIP), do I hold these securities directly or indirectly (do I indicate the “registered owner” on my report)?
4.5.4 How do I report holdings of securities under an RRSP?
4.5.5 How do I report share-based compensation (other than options) such as deferred share units (DSUs), restricted share awards (RSAs), and stock appreciation rights (SARs)?
4.5.6 How do I report a grant of related financial instruments which predates April 30, 2010?
4.5.7 When do I report changes to my holdings as a result of share consolidations/splits?
4.5.8 For what issuer events do I need to report changes in my securities holdings?
4.5.9 How do I report the change in my holdings resulting from an issuer event?
4.5.10 What are equity monetization transactions?
4.5.11 Do I have to file insider reports for securities that I have monetized?
4.5.12 How do I report an exercise of options?
4.5.13 What are the most common filing errors on insider reports?

5. PUBLIC ACCESS
5.1 Can I search for information filed on SEDI?
5.2 What reports can I view on SEDI?
5.3 Do I need to be registered on SEDI to view these reports?
5.4 What weekly summaries can I view?
5.5 Will the weekly summary include reports only from one province or reports from all provinces and territories?
5.6 Does SEDI list the number of issued and outstanding securities for each issuer?
5.7 Can I subscribe to receive information on filings by certain insiders, or by insiders of particular companies or other information filed on SEDI?
5.8 Where can I look at insider reports filed in paper format?

Appendix A
Securities Regulatory Authorities and SEDI Contact and Website Information