Guide

Form 4 code P, the open market or private purchase

An insider who buys shares or a derivative, on an exchange or in a private deal, reports it on Form 4 with code P. It appears in column 3 of Table I when the purchase is shares, or in column 4 of Table II when the insider bought a derivative such as a call option.

What the definition includes

The code list in General Instruction 8 of the Form 4 instructions gives P the wording "Open market or private purchase of non-derivative or derivative security." For example, a director who buys a block directly from another holder, with no broker order on an exchange, reports it as P just as an exchange purchase would be.

Instruction 5 asks for the price per share in U.S. dollars, without brokerage commissions or other execution costs. When the thing bought is a derivative, Instruction 4(c)(iii) moves the purchase price to column 8 of Table II and wants the exercise price, the dates and the underlying security in their own columns.

P is not one of the Rule 16b-3 codes in Instruction 8, so a P purchase can be matched under Section 16(b) with a sale by the same insider within six months, and the company can recover the profit, as the SEC's Section 16 overview explains.

An example, Rapport Therapeutics on October 28, 2026

On October 30, 2026, Rapport Therapeutics director James Healy filed a Form 4 with four P lines in Table I, all dated October 28 and all at $21 a share. The largest line is 952,380 shares, and the other three are 6,395, 3,772 and 6,933 shares, for 969,480 in total.

Column 6 on every line says I, for indirect, so none of the shares sit in his own name, and column 7 names the holder, starting with Sofinnova Venture Partners XI, L.P., which held 2,815,707 shares after the purchase according to column 5. The footnotes explain that each fund holds its shares directly, that he is a managing member of a general partner entity above each fund and may be deemed to share voting and dispositive power, and that he disclaims beneficial ownership except to the extent of his pecuniary interest.

The 10b5-1 box at the top is not checked, and no footnote says whether the shares were bought on an exchange or in a private transaction, so the code alone does not settle which half of the definition applies here. Our Form 4 alert for this filing would add the four lines into one purchase of 969,480 shares at $21, about $20,359,080, and then give each fund's holding.

Other codes that show (A)

A grant from the company is code A, an acquisition under Rule 16b-3(d) such as a stock award, and it shows (A) for acquired in column 4 just like a P line, so the letter in column 3 is what marks it as a grant. Shares from an option exercise exempt under Rule 16b-3 are code M, and X or O otherwise, and their price is the exercise price set in the grant, reported in column 2 of Table II, as the code M page shows on a real exercise. Small acquisitions under Rule 16a-6 take code L, and Instruction 8 asks a filer who reports one early to put V in the column next to the code.

Not financial or investment advice. Filing Ahoy reports what was filed; it does not tell you what to buy or sell. Filing Ahoy is not affiliated with the SEC.