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How to Track a 10b5-1 Plan After Adoption
How to track a 10b5-1 plan is an affirmative-defense eligibility ledger after you adopt or modify the trading arrangement, not an IPO lockup calendar and not a Rule 144 holding-period worksheet. For each plan, log the adoption or modification date, whether you are a director or Section 16 officer, the cooling-off end, the written certifications, whether another overlapping Rule 10b5-1 plan exists, whether you already used a single-trade plan in the last 12 months, and whether the plan is still in force. Raziel's IPO lockup tracking page is the underwriter contract. Raziel's Rule 144 tracking page is the SEC resale safe harbor. This page is Rule 10b5-1(c)(1).
This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed plan and the SEC conditions. Do not invent a cooling-off period.
What this 10b5-1 ledger is (and is not)
The U.S. Securities and Exchange Commission's December 14, 2022 press release (Release 2022-222) describes Rule 10b5-1(c)(1) as an affirmative defense to insider-trading liability under Section 10(b) and Rule 10b-5 when its conditions are met. The amendments update those conditions: cooling-off periods for persons other than the issuer, a good-faith condition that applies for the life of the plan, director and officer certifications, a limit on overlapping plans, and a limit of one single-trade plan per 12-month period for persons other than issuers. The amendments became effective February 27, 2023. A lock-up ending is not automatic 10b5-1 clearance. A Form 144 filing is not the plan.
Seven columns on one 10b5-1 row
Open one row per trading arrangement after adoption (or after a modification that changes amount, price, or timing). Attach the plan PDF.
Adoption or modification date. Date the plan (or the modifying instruction) was entered. Davis Polk's December 19, 2022 client update notes that plans adopted before February 27, 2023 were not rewritten by the amendments, but a later modification that changes pricing, amount, or timing is treated as a new adoption. Copy your date. Store silent if the broker swap left instructions unchanged.
Person type. Director or "officer" as defined in Exchange Act Rule 16a-1(f), other person, or issuer. Cooling-off math differs. The SEC did not adopt a cooling-off period for issuer buyback plans.
Cooling-off end. Davis Polk: for directors and officers, the later of 90 days after adoption or modification, or two business days after the Form 10-Q or 10-K (or 20-F or 6-K) covering the fiscal period in which the plan was adopted or modified, but not more than 120 days. For other persons (not the issuer), 30 days. Skadden's August 25, 2023 note on the SEC staff C&DIs: the filing date is not the first business day. If the form is filed on a Monday, trading may commence on Thursday (assuming no intervening Federal holiday). An earnings release alone does not satisfy the second prong.
Director or officer certifications. SEC: at adoption of a new or modified plan, directors and officers must represent that they are not aware of material nonpublic information about the issuer or its securities, and that they are adopting the plan in good faith and not as part of a plan or scheme to evade Rule 10b-5. Copy whether those representations sit in the plan. Store not applicable for other persons.
Overlapping plan (yes / no). SEC: persons other than the issuer generally cannot rely on the defense for multiple overlapping 10b5-1 plans. Davis Polk notes accommodations for a series of contracts treated as one plan, later plans that cannot trade until earlier plans finish (with a cooling-off anti-evasion test), and a separate sell-to-cover plan for tax withholding on vesting (not option exercises). Copy what you actually have.
Single-trade plan in the last 12 months (yes / no). SEC: persons other than the issuer may rely on the defense for only one single-trade plan during any consecutive 12-month period (sell-to-cover again excepted). Copy the plan type.
Still in force / first eligible trade date. Open until the plan terminates, expires, or is modified. Record the first date trades may commence after the cooling-off. Form 4's 10b5-1 checkbox and Item 408 quarterly disclosure (name, title, adoption or termination date, duration, aggregate amount) belong on linked compliance rows, not mixed into the cooling-off cell.
Copy the SEC clocks, not a broker email summary
Do not paste "90 days for everyone." Directors and officers use the later-of formula capped at 120 days. Other persons use 30 days. Issuers have no Rule 10b5-1 cooling-off. Do not treat a lock-up expiration email, a company blackout lift, or a Rule 144 holding-period end as the 10b5-1 start date. Keep those on their own rows. Terminating a plan early can raise good-faith questions under the amended rule. Copy what happened. Do not guess the enforcement outcome.
When the ledger holds
The row holds if the seven cells are copied from the plan and the SEC conditions (or marked missing). It fails when you invent a cooling-off, ignore an overlapping plan, or book a completed lock-up as if it were the 10b5-1 defense. Raziel's startup investment tracker is the book those plans should sit on: documents, dates, and ownership history. Raziel does not opine on whether your plan meets the affirmative defense. Copy the seven columns.
