55-310 - Questions and Answers on The System for Electronic Disclosure by Insiders (SEDI) [CSA Staff Notice - Rescinded]

INTRODUCTION 5

1. GENERAL 7
1.1 Who must use SEDI? 7
1.2 What computer systems requirements do I need to use SEDI? 8
1.3 Who do I call for help with SEDI ? 8
1.4 Do I need to pay to use SEDI? 9
1.5 How do I access SEDI? 9
1.6 When can I use SEDI? 9
1.7 What if I am an insider and SEDI is not available? 9
1.8 Where can I find the legal requirements for SEDI? 9
1.9 Where can I get information about how to use SEDI? 10
1.10 As an insider, issuer representative or agent, will all the information I enter on
SEDI be publicly available? 10
1.11 What are some of the technical features I should keep in mind when using SEDI? 11

2. REGISTRATION 12
2.1 General 12
2.1.1 Do I need to register to use SEDI? 12
2.1.2 What information do I need to provide to register as a SEDI user? 12
2.1.3 In what capacity should I register on SEDI? 13
2.1.4 When should I register as an insider? 13
2.1.5 When should I register as an issuer representative? 13
2.1.6 When should I register as an agent? 13
2.1.7 What is the confidential question and answer I need to give? 14
2.1.8 When do I need to register? 14
2.1.9 How do I register on SEDI? 14
2.1.10 Once I enter all the information on the registration form (Form 55-102F5), how do I have it validated? 14
2.1.11 How long will it take for the SEDI operator to validate my registration? 15
2.1.12 Can I file information on SEDI before my registration is validated? 15
2.1.13 How do I find out if my account has been validated? 15
2.1.14 What if my information changes after I have submitted the form? 15
2.1.15 Can I still submit my user registration without entering a postal/zip code because I reside outside North America? 15

2.2 Agents 16
2.2.1 Can an issuer or an insider have several agents? 16
2.2.2 Can a law firm register as an agent? 16
2.2.3 Can law clerks register as agents? 16
2.2.4 Can I register as an insider, an issuer representative and an agent? 16
2.2.5 Do insiders who will only file through an agent need to register on SEDI? 16
2.2.6 Do issuers who will only file through an agent need an issuer representative? 16
2.2.7 As an agent, how do I access each of my client’s filings? 17
2.2.8 Do I, as the agent for an insider, have to file a power of attorney for insider reports filed on SEDI? 17
2.2.9 Can I, as an agent, register someone else as a user? 17

2.3 Passwords 17
2.3.1 How many passwords and keys will I have as an agent? 17
2.3.2 What if I can’t remember my password? 17
2.3.3 When am I issued a password and ID, and access key? How are they different? 17

3. ISSUER INFORMATION 18
3.1 General 18
3.1.1 Which issuers must use SEDI? 18
3.1.2 Do labour sponsored investment fund corporations (LSVFs) have to file issuer information on SEDI? 18
3.1.3 If you are a mutual fund whose insiders must file insider reports, do you have to file issuer information on SEDI as an issuer? 19
3.1.4 If the insiders of a SEDI issuer are exempt from insider reporting requirements, does the SEDI issuer file issuer information on SEDI ? 19
3.1.5 Why do I need to file on SEDI as an issuer? 19
3.1.6 Who can file for an issuer? 19
3.1.7 Can an issuer have several issuer representatives? 19
3.1.8 What do I need to file on SEDI? 19
3.1.9 How do I file issuer information on SEDI? 20
3.1.10 Do issuers pay fees to file on SEDI? What are they, how are they paid and when? 20
3.1.11 What do I do if cannot access SEDI to file issuer information? 21

3.2 Issuer Profile Supplement 21
3.2.1 What is an issuer profile supplement? 21
3.2.2 When do I need to file an issuer profile supplement? 21
3.2.3 What if I do not file the issuer profile supplement on SEDI? 21
3.2.4 How do I designate the issuer’s outstanding securities? 22
3.2.5 How do I designate the following types of securities? 22
3.2.6 Do I need to file an issuer profile supplement if the issuer is only offering limited partnership units? 23
3.2.7 What derivatives can I select as a category of securities? 23
3.2.8 What securities can I designate under the ‘Equity’ category? 23
3.2.9 What securities can I designate under ‘Debt’ category? 23
3.2.10 What if a class of securities on the drop-down list box of security designations is no longer issued or outstanding? 23
3.2.11 What if I entered the wrong type of security? Can I remove it? 24
3.2.12 Who is an insider affairs contact? 24
3.2.13 Why do I need to give insider affairs contact information? 24
3.2.14 How does a SEDI issuer change its information on SEDI? 24
3.2.15 Do I designate in the issuer profile supplement all types of issued securities, not
just the ones issued currently to the insiders? 25
3.2.16 If I issue securities through both an employee share purchase 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? 25

3.3 Issuer Event Report 25
3.3.1 What is an issuer event? 25
3.3.2 What is an issuer event report? 25
3.3.3 Who must file an issuer event report? 25
3.3.4 When do I need to file an issuer event report? 25
3.3.5 What information do I need to file? 26
3.3.6 Why do I need to file this report? 26
3.3.7 What if I do not file this report? 26
3.3.8 Do I file one report or several reports if a number of transactions comprise the issue event 26
3.3.9 What information do I need to provide in the ‘Issuer event details’ field? 27
3.3.10 What if there is not enough space in the ‘Issuer event details’ field to adequately describe the event? 27
3.3.11 Can I provide some information just to the securities regulators that is not viewable by the public? 27
3.3.12 When do I file an issuer event report versus a material change report? 27
3.3.13 What is the “Effective date” on an issuer event report form? 28

4. INSIDER INFORMATION 28
4.1 General 28
4.1.1 Do I have to use SEDI to file my insider reports? 28
4.1.2 Do I have to file my reports myself? 28
4.1.3 What do I need to file on SEDI? 28
4.1.4 When do I need to file my trades on SEDI? 28
4.1.5 Do I need to do anything on SEDI before using SEDI to report my trades? 29
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? 29
4.1.7 What if I need to file my insider profile or insider reports and SEDI is unavailable? 29

4.2 Insider Profile 29
4.2.1 What is an insider profile? 29
4.2.2 When do I file an insider profile? 30
4.2.3 Do I have to create an insider profile if I do not have any securities transactions or holdings to report? 30
4.2.4 What information do I need to include in my insider profile? 30
4.2.5 What do I need to do if I’m an insider of several companies? 31
4.2.6 What if the information in my insider profile changes? 31
4.2.7 What if I cannot find a SEDI issuer in the database that I need to add to my insider profile? 31
4.2.8 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? 31
4.2.9 When do I need to add registered holders and in what circumstances? 32
4.2.10 If I am no longer an insider, what do I have to do on SEDI? 32
4.2.11 What is the additional contact information that I can provide on my insider profile? 32
4.2.12 What date do I report: an opening balance date or the date I became an insider? 33
4.2.13 What if I have filed a duplicate insider profile by mistake? 33

4.3 Insider Report 33
4.3.1 General 33
4.3.1.1 When do I file my insider report on SEDI? 33
4.3.1.2 Do I need to file a separate report on SEDI for each province where I have insider reporting obligations? 33
4.3.1.3 What type of report do I file when I first become an insider of a SEDI issuer and own securities of that issuer? 34
4.3.1.4 What type of report do I file after I have made my initial SEDI report? 34
4.3.1.5 How do I know if my insider report has been successfully filed on SEDI? 34
4.3.1.6 When do I file insider reports in paper format? 34
4.3.1.7 How do I check if my filing was completed? 36
4.3.1.8 As an agent can I make a bulk filing for a number of insiders? 36
4.3.1.9 Do I need to file on SEDI insider trade reports required under federal legislation,
such as the Canada Business Corporations Act? 36
4.3.1.10 What do I file if I am an insider of a U.S. issuer that is a registrant with the Securities and Exchange Commission (SEC) and I file insider reports with the SEC? 36
4.3.1.11 Are the codes used on SEDI the same as on the old paper form of insider report? 36
4.3.1.12 I want to report a trade but SEDI keeps asking me for an opening balance for my securities. What do I do? 37
4.3.1.13 When reporting values and amounts, can I enter commas, decimals or fractions? 37
4.3.1.14 How do I add more information about the transaction I am reporting? 37
4.3.1.15 What if I have to change information that I already filed in a report on SEDI? 37
4.3.1.16 Where can I find the form for the insider report in paper format? 37
4.3.1.17 Do I have to report all my holdings in all securities of the SEDI issuer or just
the securities in which my beneficial ownership or control over such securities changed? 38
4.3.1.18 How do I correct information about a trade if I have already filed in paper? 38

4.3.2 Derivatives Reporting 38
4.3.2.1 What is a derivative? 38
4.3.2.2 What derivatives do I need to report on SEDI? 38
4.3.2.3 What is an underlying security and how do I report it? 38

4.3.3 Reporting Transactions 39
4.3.3.1 How does an issuer that is an insider report transactions under a normal course
issuer bid? 39
4.3.3.2 How do I report acquisitions under an automatic securities purchase plan
(including employee share purchase plans (ESOPs) and dividend reinvestment
plans (DRIPs))? 40
4.3.3.3 If I acquire securities through an ESOP or a DRIP, do I hold these securities
directly or indirectly (do I indicate the “registered owner” on my report)? 40
4.3.3.4 How do I report holdings of securities under an RRSP? 41
4.3.3.5 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)? 41
4.3.3.6 How do I report changes to my holdings as a result of share consolidations/splits? 42
4.3.3.7 How do I report an exercise of options? 42

5. PUBLIC ACCESS 43
5.1 Can I search for information filed on SEDI? 43
5.2 What reports can I view on SEDI? 43
5.3 Do I need to be registered on SEDI to view these reports? 43
5.4 Can I view insider reports filed on paper on SEDI before SEDI was launched? 43
5.5 What weekly summaries can I view? 44
5.6 Will the weekly summary include reports only from one province or reports from all
provinces? 44
5.7 Will SEDI list the number of issued and outstanding securities for each issuer? 44
5.8 Can I subscribe to receive information on filings by certain insiders, or by insiders of
particular companies or other information filed on SEDI? 44
5.9 Where can I look at insider reports filed in paper format? 44

Appendix A
Securities Commissions and CDS INC.: Contact and Web Site Information 45