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1/20/2021
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`SEC Filings: Forms You Need To Know
`
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`By ADAM HAYES Updated Jan 18, 2021
`
`. — TABLE OF CONTENTS
`
`The Securities and Exchange Commission (SEC) requires public companies, certain
`company insiders, and broker-dealers to file periodic financial statements and other
`disclosures. Finance professionals and investors rely on SEC filings to make informed
`decisions when evaluating whether to invest in a company. SEC filings can be accessed for
`free at EDGAR, the commission's online database.
`
`The SEC was created through the Securities Exchange Act of 1934, which was signed into
`law by President Franklin D. Roosevelt.1 The act was intended to help restore investor
`confidence following the stock market crash of 1929. The SEC is an independent
`government agency tasked with protecting investors, maintaining a fair and orderly market,
`and facilitating capital formation.2
`
`The SEC selectively reviews the information it receives to monitor and enhance
`compliance.3 Investors study these filings to form a view of a company's performance and
`activities. Here are some of the most common forms that companies are required to submit
`to the SEC. Understanding how to read SEC filings can be beneficial to investors as they
`perform their due diligence. In this article, we’ll discuss these filings in greater detail.
`
`KEY TAKEAWAYS
`
`. SEC filings are important regulatory documents required of all public companies to
`provide key information to investors or potential investors.
`
`. The public can review SEC filings by visiting the commission's online database,
`EDGAR.
`
`. Registration statements are required when a company initially sells shares to the
`public.4
`
`https://www.investopedia.com/articles/fundamental-analysis/OS/sec-forms.asp
`
`1/10
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, lPR2021-00880
`Page 1
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 1
`
`

`

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`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 2
`
`

`

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`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 3
`
`

`

`1/20/2021
`
`SEC Filings: Forms You Need To Know
`
`In addition to the quantitative approach to fundamental analysis, readers of a 10-K should
`also pay attention to its "Item 1", which explains what the company does, who its customers
`are, and the primary industry in which it operates.8 Then, look for risk factors such as legal
`proceedings or statements indicating future charges or volatility.
`
`Also, pay attention to any footnotes that are included in the report. These notes will tell you
`which accounting method a company uses and how it compares to the generally accepted
`accounting method and industry standards. This information can flag potentially shady
`accounting practices. Other details mentioned in the footnotes include errors in previous
`accounting statements, looming legal cases in which the company is involved, and details of
`any synthetic leases. These disclosures found in the footnotes are of the utmost importance
`to investors with an interest in the company's operations.
`
`As an investor, pay special attention to any footnotes in Form 10-K, as they can
`help you flag any questionable accounting practices in the company you are
`considering.
`
`Chairman or CEO, and a summary overview of the financials. The 10-K is a longer, more
`thorough technical document that will have all of the company's financial statements
`available for fundamental analysis. Fundamental analys_is is a common way to evaluate a
`firm by constructing ratios and other metrics by extracting information from the balance
`sheet, income statement, and statement of cash flows. For stocks, fundamental analysis
`looks to revenues, earnings, future growth, return on equ_ity (ROE), profit margins, and equity
`multiples to determine a company's underlying value and potential for future growth. For
`corporate bonds, liquidity, leverage, and solvency ratios would be appropriate.
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`
`Form 10-Q
`
`Form 10-Q is a truncated version of Form 10-K that is filed quarterly. The form provides a
`view of the company's ongoing financial condition throughout the year. The Form 10-Q must
`be filed for the first three quarters of the company's fiscal ye_ar. The deadline to file is within
`40 days from the end of the quarter. Unlike Form 10-K, the financial statements in Form 10-Q
`are unaudited, and the information required is less detailed.9
`
`Why Form 10-Q Is Important to Investors
`
`The 10-Q is important since it is updated quarterly, while the more comprehensive 10-K is
`only filed once a year. This allows investors to update their valuation metrics and financial
`ratios without as much of a lag. Investors can use the 10-Q to observe any changes that may
`be taking place within the corporation even before it files its annual report.
`
`Some areas of interest to investors that are commonly visible in the 10-Q include changes to
`working capital and/or accounts receivables, factors affecting a company's inventory, share
`buybacks, and even any legal risks that a company faces. You can use a close competitor's
`10-Q as a comparison company to put side-by—side the company you are considering to see
`
`https://www.investopedia.com/articles/fundamental-analysis/OS/sec-forms.asp
`
`4/10
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, lPR2021-00880
`Page 4
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 4
`
`

`

`1/20/2021
`
`SEC Filings: Forms You Need To Know
`
`how it's performing on a relative basis. This will give you a broader idea of whether your
`investment is a strong choice, where its weaknesses are, and how it could stand to improve.
`
`Form 8-K
`
`The Form 8-K is what a company uses to disclose major developments that occur between
`filings of the Form 10-K or Form 10-Q. Major company events that would necessitate the
`filing of a Form 8-K include bankruptcies or receivershipfi, material impairments, completion
`of acquisition or Eposition of assets, or departures or appointments of executives. 10
`
`Why Form 8-K Is Important to Investors
`
`Form 8-K provides investors with timely notification of significant changes at a company.
`Many of these changes are defined explicitly by the SEC (such as a merger or acquisition),
`while others are simply events that firms consider to be sufficiently noteworthy for its
`shareholders (such as a new product release or upgrade). Either way, the 8-K provides a
`way for firms to communicate directly with investors in a way that is not filtered or altered by
`media organizations or sell-side analysts.
`
`Form 8-K also provides a valuable record for financial research and analysis. For example,
`an analyst may wonder what influence certain corporate events have on stock prices. It is
`possible to estimate the impact of these events using statistical techniques like mgressions,
`but researchers need reliable data. Because 8-K disclosures are legally standardized and
`must be honest and accurate, they provide a complete record and prevent mple selection
`bias.
`
`Proxy Statement
`In the my statement, investors can view the salaries of the management of a company and
`any other perks that a company's management is eligible for. The proxy statement is
`presented prior to the shareholder meeting and must be filed with the SEC before soliciting a
`shareholder vote on the election of directors and approval of other c_orp0rate actions.6
`
`Why a Proxy Statement is Important to Investors
`
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`Public companies hold annual meetings where shareholders convene to vote on various
`corporate actions or for new members to the board of directors. Owning common stock in a
`company gives you a vote (usually one vote per share), but it is not typically feasible to
`attend the annual meeting. The proxy statement allows you to cast your votes using a
`designated person, who will aggregate votes and cast them on your behalf. This person is
`known as a my and will cast a proxy vote in line with the shareholder's directions as
`written on their proxy card. Proxy votes may be cast by mail, phone, or online before the
`cutoff time. This deadline is usually 24 hours before the shareholder meeting commences.
`Vote responses will typically include "For," "Against," "Abstain," or "Not Voted."
`
`The proxy statement will therefore present the items that will be voted on and allow you to
`return a form to the company to inform your my how your votes should be cast.
`
`https://www.investopedia.com/articles/fundamental-analysis/OS/sec-forms.asp
`
`5/10
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, lPR2021-00880
`Page 5
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 5
`
`

`

`If you're an investor, it pays to know what the company's owners and most important
`shareholders (i.e., insiders) are doing. By watching the trading activity of
`corporate insiders and large institutional investors, it's easier to get a sense of a stock's
`prospects. While insider or institutional ownership on its own is not necessarily a buy or sell
`signal, it certainly offers a handy first screen in the search for a good investment. Since
`insider ownership and trading can impact share prices, Forms 3, 4, and 5 are useful
`disclosures
`
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`https://www.investopedia.com/articles/fundamental-analysis/OS/sec-forms.asp
`
`6/10
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, lPR2021-00880
`Page 6
`
`1/20/2021
`
`SEC Filings: Forms You Need To Know
`
`Forms 3, 4, and 5
`Corporate insiders must file Forms 3, 4, and 5. The SEC defines a corporate insider as "a
`company's officers and directors, and any beneficial owners of more than ten percent of a
`class of the company's equity securities registered under Section 12 of the Securities
`Exchange Act of 1934." These forms are meant to reveal more information about the
`securities that company insiders own. 11
`
`. Form 3 is the initial filing and discloses ownership amounts.
`. Form 4 identifies changes in ownership.
`. Form 5 is an annual summary of Form 4 and includes any information that should have
`been reported. 11
`
`Why Forms 3, 4, and 5 Are Important to Investors
`
`By paying close attention to what insiders do with their company shares, savvy investors can
`make the reasonable assumption they know a lot more about their company's prospects than
`the rest of us outsiders. So, if insiders are buying shares in their own companies, they might
`know something that normal investors do not. The insider might buy because they see great
`potential, the possibility formgwm in the future, or simply because they think
`their stock is undervalued.
`
`One of the greatest investors of all time, Peter Lyn_ch, once said, "insiders might sell their
`shares for any number of reasons, but they buy them for only one: they think the price will
`rise." Note that insiders are usually prevented from buying and selling their company stock
`within a six-month period following a corporate event or new issue; therefore, insiders tend to
`buy stocks when they feel the company will perform well over the long-term.
`
`You can also have too much insider ownership. When insiders gain corporate
`control, management may not feel responsible to shareholders and instead try to
`enrich only themselves.
`
`Schedule 13D
`
`The Schedule 13D is also known as the "beneficial ownership report" and is required when
`any owner acquires 5% or more of the voting shares in a company. The report must be filed
`within 10 days of reaching the 5% threshold. It provides the following information:
`
`Mylan Exhibit 1081
`Mylan v. Regeneron, IPR2021-00880
`Page 6
`
`

`

`1/20/2021
`
`SEC Filings: Forms You Need To Know
`
`The acquirer's name, address, and other background information
`Type of relationship this owner has with the company
`Whether the person has been convicted of a crime in the past five years
`An explanation of why the transaction is taking place
`The type and class of the security
`
`. The origin of funds used for purchases
`
`12
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`Underwriters and regulators require that a company's executives, managers, employees,
`and early investors (such as venture capitalists) sign lock-up agreements surrounding a
`company’s initial public offering (IPO) to encourage an element of stability in the stock's price
`in the first few months of trading. The lock-up agreement is a legally binding contract
`between company underwriters and insiders that prohibits insiders from selling any shares of
`stock for a specified period of time. Lock-up periods typically last 180 days but can on
`occasion last for as little as 120 days or as long as 365 days.
`
`Why Schedule 13D is Important to Investors
`
`Section 13D was added to the Securities Exchange Act of 1934 as part of a 1968
`amendment known as the Williams Act. This addition responded to the increasing use
`of tender offers as part of corporate takeovers. Schedule 13D was designed to give
`individual investors warning of impending changes to corporate control that could impact the
`future of the company, which would result from the consolidation of voting power
`by Loam.
`
`Investors use Schedule 13D to both detect red flags in the consolidation of insider ownership
`that can be potentially harmful to individual shareholders, but also as a possible harbinger of
`a company being acquired or bought out, which could benefit shareholders.
`
`Form 144
`
`Form 144 is required when corporate insiders want to dispose of company stock. Form 144
`is a notice of the intent to sell restricted stock, typically acquired by insiders or affiliates in a
`transaction not involving a public offering. The stock is restricted because it must meet
`certain conditions before becoming transferable. The transaction, or at least part of it, is
`made within 90 days of filing. Form 144 is required when the amount

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