An affirmation from a company insider (a director or an officer) that he or she has no missing or late Section 16 filings
. The statement also requires the insider to attest that a Form 5
is not needed for any unreported transactions during the year. This can be part of the D&O questionnaire. Companies rely on no-filings-due statements for their Item 405
proxy statement disclosure. The SEC has indicated that when a Form 5 is not filed, companies should assume a delinquency in Section 16 filings unless it can independently verify that the insider does not have any unreported transactions.