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Each January, companies that grant incentive stock options (ISOs) are required to provide notices to current and former employees who exercised ISOs during the preceding calendar year.
Each January, companies that grant incentive stock options
(ISOs) are required to provide notices to current and former
employees who exercised ISOs during the preceding calendar year.
Similar notices must be given to current and former employees to
report the initial transfer of legal title to stock acquired at a
discount pursuant to the exercise of an option under an employee
stock purchase plan (ESPP) (e.g., transfer of such stock to a
brokerage account). The notice deadline for these 2013 reportable
events is January 31, 2014.
The same information must be reported to the IRS on Form 3921
(for ISOs) or Form 3922 (for ESPPs) or acceptable substitute forms.
The IRS filing deadline is February 28, 2014 for
paper filers and March 31, 2014 for electronic
filers. Electronic filing is done through Filing Information
Returns Electronically (FIRE), the same system used to file Forms
1099 electronically. The IRS forms or acceptable substitutes may
also be used to provide the required notices to
employees.
Notices are required to provide the items of information listed
below.
Form 3921 ForISO exercises:
1. Name, address, and EIN of the corporation transferring
stock.
2. Name, address, and EIN of the corporation whose stock was
transferred, if different.
3. Name, address, and identifying number of the person to whom
stock was transferred.
4. Date the ISO was granted.
5. Date the ISO was exercised.
6. Exercise price per share.
7. Fair market value per share on exercise date.
8. Number of shares transferred.
9. If the employee will receive multiple notices for the same type
of transaction, each notice must include an "account
number" that is unique to that transaction.
Form 3922
ForESPP stock transfers:
1. Name, address, and EIN of the corporation whose stock was
transferred.
2. Name, address, and identifying number of the employee
transferring stock.
3. Date the ESPP option was granted.
4. Date the ESPP option was exercised.
5. Fair market value per share on grant date.
6. Fair market value per share on exercise date.
7. Exercise price paid per share.
8. Number of shares transferred.
9. Date legal title was transferred.
10. Exercise price per share, determined as if the ESPP option was
exercised on the grant date.
11. If the employee will receive multiple notices for the same
type of transaction, each notice must include an "account
number" that is unique to that transaction.
A company that is unable to comply with the notice deadline may
apply for an extension of up to 30 days by submitting to the IRS by
January 31, 2014 a written request providing, among other
information, the reason for the delay. An extension of the deadline
for the related filings may be obtained by submitting a request on
IRS Form 8809. Additional information about the notice and filing
requirements as well as procedures for requesting extensions is
available on the IRS website in both the General Instructions for Certain Information
Returns and the specific Instructions for Forms 3921 and 3922.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.