Transactions conducted by persons discharging managerial responsibilities – insider trading

Persons discharging managerial responsibilities within an issuer shall report transactions they have made in securities that are issued by or linked to this issuer. This also applies to persons closely associated with persons discharging managerial responsibilities. The notification shall be made to both FI’s PDMR transactions register and to the issuer in question.

This reporting obligation encompasses transactions in shares, debt instruments, derivatives and other financial instruments linked to these. Notifications shall be submitted no later than three business days after the date the transaction took place.

PDMR transactions register

Persons covered by the reporting obligation

The reporting obligation covers persons discharging managerial responsibilities and persons closely associated with them. The definition of a person discharging managerial responsibilities appears in Article 3(1)(25) of the EU's Market Abuse Regulation (MAR):

a person within an issuer, an emission allowance market participant or another entity referred to in Article 19(10), who is:

(a) a member of the administrative, management or supervisory body of that entity; or

(b) a senior executive who is not a member of the bodies referred to in point (a), who has regular access to inside information relating directly or indirectly to that entity and power to take managerial decisions affecting the future developments and business prospects of that entity.

Those who are regarded as belonging to the bodies listed in point (a) are board members, CEOs and their deputies. Point (b) includes other members of senior management. Other senior executives can be, for example, finance directors, sales directors and human resources directors.

The definitions of persons closely associated appears in Article 3(1)(26) of MAR:

(a) a spouse, or a partner considered to be equivalent to a spouse in accordance with national law,

(b) a dependent child, in accordance with national law,

(c) a relative who has shared the same household for at least one year on the date of the transaction concerned; or

(d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a person discharging managerial responsibilities or by a person referred to in point (a), (b) or (c), or which is directly or indirectly controlled by such a person, or which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

When does the reporting obligation arise?

The reporting obligation applies to all transactions once a total amount equivalent to EUR 5 000 has been reached within one calendar year, in accordance with Article 19(8) of MAR. This total amount includes the transaction that resulted in the threshold being reached or passed.

The total amount of the transactions is calculated without netting, which means that the considerations (the amount payable for the transaction) for purchases and sales are to be added to reach a total amount.

Because the threshold is specified in EUR, it is necessary to convert transactions in SEK to EUR. FI considers the daily conversion rate published on the Riksbank's website to constitute an example of a suitable exchange rate to use. Another option is the European Central Bank's daily foreign exchange reference rates. Accordingly, these should be used until further notice for calculating whether an obligation to report a transaction has arisen.

Issuers are responsible for informing persons discharging managerial responsibilities in writing about their obligations pursuant to Article 19(5) of MAR. The issuer shall also draw up a list of all persons discharging managerial responsibilities and persons closely associated with them. FI may request this list at short notice. In turn, persons discharging managerial responsibilities shall notify persons closely associated with them of their obligations pursuant to Article 19 of MAR and save a copy of this notification. Further information can be found at List of persons discharging managerial responsibilities (in Swedish).

The obligation to maintain a list of persons discharging managerial responsibilities and persons closely associated with them is not to be confused with the obligation to maintain an insider list in accordance with Article 18 of MAR. More about this can be found on the page Insider lists (in Swedish).

Transactions that are covered

All transactions that take place in an issuer's shares, debt instruments, derivatives or other financial instruments that are linked to these shall be reported to FI.

Certain notifiable transactions are clarified in Article 19(7) of MAR. Article 10 of Commission Delegated Regulation (EU) 2016/522 also contains a list of notifiable transactions, but this is not exhaustive.

FI's reporting system contains a drop-down menu where you choose a category for the transaction. A more detailed description of these categories can be found in the document Guidance – transaction categories on the page MAR – reporting PDMR transactions.

PDMR transactions register

All PDMR transactions reported since 3 July 2016 are searchable in FI's PDMR transactions register. It is possible to export the register to Excel. Older transactions are stored at FI. The older transactions go back to 1995.

Reporting to the PDMR transactions register takes place via FI's website. Notifications that are received via e-ID are published immediately. It is the rapporteur that is responsible for the content of a report. Please note that a person subject to the reporting obligation who has not conducted transactions equivalent to at least EUR 5 000 during a calendar year is not obliged to report these transactions to the PDMR transactions register. Accordingly, there may be transactions that have been conducted by a person subject to the reporting obligation but have not been reported to the PDMR transactions register as they have not had a value at or above the reporting threshold.

Please note that new users must first register on FI's website and create a user profile before they will be able to log into the reporting system. A notification is regarded as having been received by FI only once it is complete. Further information about logging in and reporting can be found at Reporting.

Sanctions

Under Chapter 5, Section 2 of the EU Market Abuse Regulation (Supplemental Provisions) Act (2016:1306), FI shall intervene against those who have failed to report their own transactions in accordance with Article 19(1)–19(2), 19(6) and 19(7) of MAR to FI and to the companies or bodies concerned as specified in Article 19(1) and Article 19(10) of MAR. FI shall also intervene against those who fail to comply with the information obligation pursuant to Article 19(5), second paragraph of MAR.

Chapter 5, Section 3 of the EU Market Abuse Regulation (Supplemental Provisions) Act entails that interventions pursuant to Sections 1 or 2 take place through a decision being made on, for example, an administrative fine in accordance with Sections 6, 7 or 8. Administrative fines are determined as per the following:

1. for a legal person:

a) an amount in SEK that is equivalent to EUR 1m on 2 July 2014,

b) two per cent of the legal person's or, where appropriate, the group's turnover in the previous financial year,

c) three times the profit that the legal person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or

d) three times the costs that the legal person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained,

2. for a natural person:

a) an amount in SEK that is equivalent to EUR 500 000 on 2 July 2014,

b) three times the profit that the natural person, or a third party, obtained as a result of the regulatory infringement, where this amount can be ascertained, or

c) three times the costs that the natural person, or a third party, avoided as a result of the regulatory infringement, where this amount can be ascertained.

FI has determined guidelines for administrative fines for certain infringements of the rules in Article 19 of MAR (FI Ref. 18-3401). These guidelines can be found below under Regulations.

FAQ

Please note that the obligation to report transactions to FI's PDMR transactions register and to the issuer is always that of the person with the reporting obligation themselves. Consequently, they must be well aware of their obligations if they are to be able to report transactions to FI's PDMR transactions register on time.

FI is able to answer questions, provide information about applicable provisions and give guidance. As a supervisory authority, however, FI is unable to provide advance decisions in individual cases. If the person subject to the reporting obligation is uncertain whether a transaction has to be reported to FI or about how this is done, they are recommended to contact a legal adviser who is able to help them conduct an assessment on the basis of the circumstances that are specific to the person in question.

Last reviewed: 2018-10-19
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