In this instructive memo: “Model 10b-1 Plan Disclosure to Comply with Item 408(a) of Regulation S-K,” Goodwin provides an overview of the new Rule 10b5-1 trading plan disclosure requirements; four sample narrative-only disclosures; and a sample tabular disclosure (corresponding with one of the sample text disclosures) to assist companies in preparing their own Regulation S-K Item 408(a) disclosures. Sample disclosures reflect these scenarios: Rule 10b5-1 plan adoption, plan modification, plan termination, and adoption of a non-Rule 10b5-1 trading arrangement.
Orrick’s “SEC's Insider Trading Rules – Model Disclosures” provides disclosure “decision trees,” model annotated disclosures, and helpful drafting tips for: (i) the adoption or termination of trading arrangements (or the absence thereof); (ii) the adoption (or absence thereof) of insider trading policies and procedures and associated exhibit filing requirements; (iii) the maintenance of equity grant policies and practices; and (iv) grants awarded close in time to the release of material nonpublic information (if any).
This proxy season presentation from Latham & Watkins and Georgeson includes on page 7 an overview of the Rule 10b5-1 and insider trading disclosure requirements and model Form 10-Q tabular and narrative disclosures for Rule 10b5-1 and non-Rule 10b5-1 trading arrangements.