Addressees
Persons discharging managerial responsibilities at an issuer, as well as persons closely associated with them, shall notify the issuer and the FMA about every proprietary trade involving shares or debt instruments or associated derivatives or other associated financial instruments (Article 19 (1) MAR)
A person discharging managerial responsibilities within an issuer is a person who is (Article 3 (1) (25) MAR)
- a member of an administrative, management or supervisory body of that entity; or
- a senior executive who is not a member of the bodies referred to in point 1, who has regular access to inside information relating directly or indirectly to that entity and has the power to take managerial decisions affecting the future developments and business prospects of that entity.
A person closely associated to the person discharging managerial responsibilities means: (Article 3 (1) (26) MAR)
- a spouse, or a partner considered to be equivalent to a spouse in accordance with national law;
- a dependent child, in accordance with national law;
- a relative who has shared the same household for at least one year on the date of the transaction concerned; or
- 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 1., 2. or 3., which is directly or indirectly controlled by such a person, 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.
Instruments subject to notification obligations
The financial instruments subject to notification obligations include shares or debt instruments of the issuer, associated derivatives or other associated financial instruments.
Notifiable transactions
All proprietary trading activities involving the aforementioned instruments are required to be notified. A non-exhaustive list of notifiable transactions subject to reporting obligations can be found in Article 10 (2) of Implementing Regulation (EU) 2016/522 as well as Article 19 (7) MAR. They include, for example, the acceptance of stock (options) as part of a remuneration package, gifts and donations made or received, inheritances received or the pledging of notifiable financial instruments.
Notification threshold
The obligation to notify pursuant to Article 19 (1) MAR applies for transactions conducted once the total amount of such transactions has reached EUR 20 000 within a calendar year. The threshold of EUR 20 000 is calculated without netting all transactions listed in Article 19 (1) MAR (Article 19 (8) MAR).
Submission and publication of the notification
Notifications about Directors’ Dealings are to be submitted without delay at latest three business days following the transaction date to the issuer or market participant for emission allowances and the FMA .
- Make the submission to the FMA using the web form. More detailed information about how to fill individual fields can be found in the web form by clicking on the black information icon “i” next to the field on the form.
- Please pay particular attention to ensuring that you fill out the e-mail address in the “contact details” section at the bottom of the web form correctly.
- Once you have submitted the form, you will receive a confirmation mail containing the submitted Directors’ Dealings notification, sent to the e-mail address that you had entered in the “contact details” section of the web form. In addition, you may also download the notification once you have sent it. Make sure you check your spam folder if you are unable to find the confirmation e-mail.
- Please then send this notification to the issuer without delay, so that the issuer can publish it.
The issuer or market participant for emission allowances then publishes this notification pursuant to Article 19 (3) MAR with two business days of receipt.
Please contact [email protected] regarding any questions or problems with the web form.
The FMA will only continue to accept Director’s Dealings notifications by e-mail using the Excel form used to date up until 31.12.2024. From 01.01.2025, all notifications will be required to be made using the web form.