55-308 - Questions on Insider Reporting [CSA Staff Notice - Rescinded]

INTRODUCTION 5

SOME DEFINED TERMS 5

QUESTIONS ON INSIDER REPORTING 6

1. GENERAL 6
1.1 Why are insiders required to file insider trading reports? 6
1.2 Where can I find the legal requirements for insider reporting? 6
1.3 Where can I get information about insider reporting? 6
1.4 Will all the information I disclose on my insider report form be publicly available? 6
1.5 Do I have to pay to file my insider report? 6
1.6 Do I obtain confirmation from any of the Securities Commission(s) that a Commission has received my insider report? 6
1.7 Can someone else file my insider report for me? 7
1.8 Where must I file my insider report? 7
1.9 How do I know where I have to file the report? 7
1.10 What form do I use to file my insider report? 7
1.11 Where can I get the insider report form? 7
1.12 Can I use the same form if I have to file my report in more than one province
in Canada? 8
1.13 Can I use the Canadian insider report form to file a report with the SEC? 8
1.14 Can I use the insider report form filed with the SEC to file insider reports with
the provincial Securities Commissions? 8
1.15 Where can I get information about my transactions in company plans so that
I can accurately report them on the form? 8
1.16 When do I file my insider report? 8
1.17 How can I file my insider report? 9
1.18 What if I file my report late, it is inaccurate or I do not file it at all? 9
1.19 When should I seek legal advice? 10
1.20 What if my information changes after I have filed the report? 10
1.21 Do I have to file a report if I am an insider of a: 10
· labour-sponsored venture capital corporation 10
· mutual fund 10
· limited partnership? 10
1.22 When do I need to file an insider report for securities I acquired or disposed
of under an automatic share purchase plan, such as a dividend reinvestment plan? 10
1.23 When do I need to report options I acquired under a company stock option
plan? 11
1.24 Do I need to file a report for securities I acquired/disposed of because of an
issuer event, such as a stock split? 11
1.25 For what issuer events do I need to report changes in my securities holdings? 11
1.26 When do I need to file a report for changes in my securities holdings resulting from an issuer event, such as a stock split? 11
1.27 Can an officer of the issuer report issuer events that affect my holdings instead
of me reporting the change in my holdings resulting from an issuer event? 11
1.28 What if I am no longer an insider of a particular company? 12
1.29 When am I no longer an insider of a particular company? 12
1.30 Can I file my report electronically? 12
1.31 What is SEDI? 12
1.32 When will I need to use SEDI? 12

2. WHO IS AN INSIDER WITH REPORTING OBLIGATIONS? 12
2.1 Am I an insider? 13
2.2 Do I have to report if I am an insider? 13
2.3 Do I need to report for a period before I was a director or senior officer of the relevant reporting issuer? 13
2.4 Do I need to file insider reports if I am a vice-president, but do not make policy
nor have access to material confidential information about the issuer? 14
2.5 As an insider, do I need to report shares my spouse owns? 14
2.6 What do I need to do if I’m an insider of several companies and hold
securities in each of these companies? 14
2.7 Do I need to file insider trade reports under federal legislation, such as the Canada Business Corporations Act? 14
2.8 Do I also need to file an insider report if I file an early warning report (EWR)
or an alternative monthly report for a particular transaction (AMR)? 15
2.9 Do I need to file a report when I become an insider if I do not own any
securities of the issuer? 15

3. THE INSIDER REPORT FORM 15
3.1 What do I report when I first become an insider of a reporting issuer and
own securities of that issuer? 15
3.2 What do I report after I have made my initial insider report? 15
3.3 What address should I put on the form - my business or home address? 16
3.4 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? 16
3.5 When do I need to add registered holders and in what circumstances? 16
3.6 What codes do I use on the insider report? 17
3.7 How do I add more information about the transactions I am reporting? 17
3.8 What if I have to change information that I already filed in a report? 17
3.9 Do I have to report all my holdings in all securities of the reporting issuer or
just transactions in the securities in which my beneficial ownership changed? 17

4. HOW DO I REPORT TRANSACTIONS AND OTHER INFORMATION? 17
4.1 How do I report transactions? 18
4.2 Is a common share and a stock option the same thing? 18
4.3 What is a derivative? 18
4.4 What is an underlying security and how do I report it? 19
4.5 What are equity monetization transactions? 19
4.6 Do I have to file insider reports for securities that I have monetized? 19
4.7 How do I report transactions involving issuer derivatives? 19
4.8 How does an issuer that is an insider, report transactions under a normal
course issuer bid? 20
4.9 How do I report acquisitions under an automatic securities purchase plan (including employee share purchase plans (ESOPs) and dividend
reinvestment plans (DRIPs))? 21
4.10 If I acquire common shares through both an ESOP and a DRIP, do I have to indicate the specific plan through which I acquired the shares in the “Security Designation” box on the insider report? 22
4.11 If I acquire securities through an ESOP or a DRIP, do I hold these securities directly or indirectly (i.e. do I indicate the “registered owner” on my report)? 22
4.12 How do I report holdings of securities under an RRSP? 22
4.13 How do I report stock-based compensation (other than options) such as
deferred share units (DSUs), restricted share awards (RSAs), and stock appreciation rights (SARs)? 23
4.14 How do I report changes to my holdings as a result of share consolidations/
splits? 23
4.15 How do I report an exercise of options? 24

5. TOP FILING ERRORS ON INSIDER REPORTS 24
5.1 What are the most common filing errors on insider reports? 25

6. PUBLIC ACCESS TO INSIDER REPORTS 25
6.1 Where can I look at insider reports? 25
6.2 Where and how can I get copies of insider reports filed? 26
6.3 What does it cost to obtain a copy of an insider report? 26
6.4 How do I get a summary of insider transactions? 26
6.5 What information does the weekly insider report summary contain? 26
6.6 Does the insider report summary available in each province contain reports
filed with that province’s Securities Commission? 26

Appendix A/Securities Commissions Contact and Website Information 27
Appendix B/Provincial Insider Reporting Requirements 30