Form 4 deadline
Form 4 must be filed within two business days of the transaction date. Our engine tracks every grant, vest, sale, and 10b5-1 trade across all insiders and files before the clock expires.
The most rigorous Section 16 compliance engine for issuers and their insiders.
SwingGuard is a done-for-you managed service that owns the entire Section 16 insider-reporting obligation — on-time Forms 3, 4, 5 and Form 144 filed to EDGAR, with short-swing (§16(b)) liability screened before every trade. A securities-compliance expert reviews at defined chokepoints; a filing authorization is issued only after sign-off.
Every filing deadline of Exchange Act §16(a)Short-swing §16(b) matching engine on every tradeEDGAR Next credential managementSpecialist review at every chokepoint5-business-day SLA
Why compliance fails
A single late filing or missed short-swing trade can cost millions.
Section 16 insider reporting is a strict-liability regime: a late Form 4 triggers SEC penalties up to $223,229 per violation, and a pairable purchase-and-sale inside six months forces disgorgement of all profits — enforced by a bounty-driven plaintiff bar. Issuers must also disclose Item 405 delinquencies in their proxy, a reputational black eye.
Most issuers rely on insiders to file manually or on software that still requires a paralegal to operate. The two-business-day clock for Form 4 is unforgiving, and short-swing matching across accounts, trusts, and 10b5-1 plans is genuinely hard to do by hand.
SwingGuard exists to close that gap with a single, exhaustive standard applied identically to every filing.
$223,229
maximum SEC civil penalty per individual for Section 16(a) reporting violations
The benchmark
Measured against the letter of the Exchange Act — rule by rule.
We do not summarize the law and hope. Every filing is scored against a versioned rule pack tied to the exact text of Section 16 of the Securities Exchange Act of 1934 and the SEC's implementing rules. These are the provisions each filing is held to.
Short-swing matching
A continuous matching engine flags any purchase and sale (or sale and purchase) within six months, applying lowest-in/highest-out across accounts, trusts, and 10b5-1 plans — before the trade is placed.
Initial Form 3
Every insider must file a Form 3 within 10 days of becoming subject to Section 16. We onboard insiders, obtain EDGAR Next credentials, and file the Form 3 on time.
Form 144
For sales under Rule 144, we draft and file Form 144 concurrently with the trade, ensuring compliance with volume and manner-of-sale limitations.
Form 5 annual report
Form 5 must be filed within 45 days after the issuer's fiscal year end for any transactions that should have been reported earlier or were exempt. We reconcile the year's activity and file.
Proxy disclosure
We track all late filings and ensure the issuer's proxy statement accurately discloses any Section 16(a) delinquencies, avoiding SEC enforcement sweeps.
How a filing is built
Intake to specialist release, with deterministic gates the AI cannot overrule.
AI extracts and drafts. Deterministic rules — running as code, outside the model — decide what is complete. A human specialist reviews at every chokepoint. That order is never reversed.
01
Compliance Gap Scan
Upload your insider list, equity plan documents, and recent transactions. We return a free completeness read: which filings are due, which insiders lack EDGAR credentials, and any short-swing exposure.
02
Onboarding & credentialing
As your authorized agent, we obtain EDGAR Next credentials for each insider, set up filing access, and confirm insider status (officer, director, 10% holder).
03
Transaction ingestion
We connect to equity-plan administrators, brokers, transfer agents, and 10b5-1 plans to ingest transaction data in real time. AI extracts and normalizes the data.
04
Deterministic compliance gates
Deadlines are computed; short-swing matching is run; form fields are validated against SEC EDGAR rules. Any failure blocks release.
05
Specialist review
A securities-compliance expert reviews the draft, verifies officer/director status, exemption codes, and footnote characterization, then signs off.
06
Filing & confirmation
We file to EDGAR under the insider's credentials, deliver the filing confirmation, and update the compliance calendar. The issuer receives a monthly dashboard.
The bar we hold
Rigor you can measure.
100%
On-time filing rate
Every Form 3, 4, 5, and 144 filed before the deadline.
5 days
Standard SLA
From complete intake to filed form.
<1%
Defect rate
Tracked against SEC EDGAR validation and Item 405 compliance.
4
Data sources integrated
Equity plan admin, brokers, transfer agents, 10b5-1 plans.
Why SwingGuard
Built to be the most thorough option an issuer has.
Outcome, not software
We sell a filed, on-time, litigation-clean outcome — not a tool you operate. Every form is filed, every short-swing trade is screened, and every deadline is met.
Deterministic, not vibes
The gates that decide completeness are code, not a model's opinion. A drafting error cannot slip past a statutory requirement.
In its lane, on purpose
We prepare documentation and run searches as your clerical agent. We never give legal advice, and we file only under your authorization and counsel's oversight.
Engagement
Flat fee per insider per month. No contingency, ever.
Simple, predictable, and aligned with a compliance outcome — not a cut of any recovery.
- A free Compliance Gap Scan before you commit — see exactly what is missing.
- One flat fee per insider per month, covering all Form 3/4/5 and Form 144 filings; disclosed pass-through EDGAR fees.
- Optional fixed-fee attorney review for complex transactions or short-swing exemption analysis.
- No setup fee for standard onboarding; custom integration pricing for complex equity plans.
FAQ
Questions, answered precisely.
Is SwingGuard a law firm?
No. SwingGuard, a service of Your Deputy, Obuke LLC, provides documentation-completeness and filing services. It is not a law firm, does not provide legal advice, and does not represent you in any legal matter. Attorney review is available and recommended for complex transactions.
Do you contact insiders or give them advice?
No. We interact with insiders only to obtain EDGAR credentials and transaction data. We never provide legal advice to insiders; all communications are routed through the issuer or its counsel.
What makes a filing 'complete'?
Completeness is defined by the Exchange Act and SEC rules: the correct form, timely filed, with accurate transaction details, proper exemption codes, and no short-swing exposure. Deterministic gates enforce each one before filing.
How fast is it?
The standard SLA is five business days from complete intake to filed form. For time-sensitive Form 4 filings, we can file within 24 hours of receiving transaction data.
How are you priced?
A flat fee per insider per month, plus disclosed pass-through EDGAR fees. No contingency and no percentage of any recovered amount or sale proceeds.
See what's missing before it costs you a filing penalty.
Start with a free Compliance Gap Scan. Send your insider list and recent transactions and we'll return a completeness read against every rule of Section 16.
Documentation-completeness service · not legal advice · the issuer and its counsel retain all legal responsibility.