President Trump has signed an executive order closing all federal agencies on Tuesday, December 24, to give federal employees an extra day off before the Christmas Day holiday. Consistent with the executive order, the SEC has announced that the EDGAR system will be closed both December 24 and December 25 and that any filing due on either day will be deemed timely if filed on December 26. The SEC’s announcement does not say, however, that December 24 will not be considered a “business day” for purposes of calculating filing deadlines (e.g., if a transaction reportable on Form 4 occurs on Monday, December 23, is the Form 4 due December 26 or December 27?). When President Trump closed the federal government on Christmas Eve Day last year, the SEC announced that the day would be considered a federal holiday “for filing purposes,” and therefore the day clearly was not considered a business day. Given that precedent, I think the SEC’s announcement today means that December 24 will not be considered a business day for purposes of calculating the deadline for Forms 4. So, any transaction on Monday that must be reported on Form 4 should be considered timely reported if the Form 4 is filed on Friday, December 27. I will try to confirm this with the staff.
-Alan Dye, Section16.net December 18, 2019
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