Who is an Insider?

Excerpted from InsiderTrader Definitions
http://www.insidertrader.com/faq/insider.asp

"According to the Securities Exchange Act of 1934, an insider is defined as an officer or director of a public company, or an individual or entity owning 10% or more of any class of a company's shares. The definition in all its legal speak is given in Section 16 of the 1934 Act."
 

Proxy – Who are these filers?

Courtesy of Charles Headley, Vice President
P!N, Prospect Information Network
http://www.prospectinfo.com/

Those people who are found in a proxy (DEF14A) are a SUBSET of the Section 16 filers. The proxy requirements are for – All Directors, Top 5 Executives (by salary -- Note that many in this group will not even own 5% of the company’s stock) and 10% owners of company stock.

So, is it 10% or 5%?

In proxies:
Generally 10% for insiders
Top executives & directors may own less than 10%

The Williams Act filings for sales/tender offers/change of ownership (Forms 13D & 13G) are for 5% owners
For details, see the Williams Act section of "The Consequences of Going Public"
http://www.mmmlaw.com/Articles/TheConsequencesofGoingPublic.htm