Dual-Class Shares and Insider Form 4 Filings

What Dual-Class Shares Mean for Investors

Many technology companies go public with a dual-class share structure: two categories of shares that trade under the same ticker but carry different voting rights. Typically, Class A shares are sold to the public and carry one vote per share, while Class B shares are held by founders and insiders and carry ten votes per share (though exact ratios vary by company). This structure allows founders to maintain voting control over major corporate decisions even as their economic ownership dilutes through secondary sales and equity compensation grants. Companies that have historically used or currently use dual-class structures include Alphabet (Google), Meta (Facebook), Roku, Snap, Lyft, and Duolingo, among many others.

For investors reading SEC filings, the dual-class structure creates a specific complication: the shares you see in institutional 13F filings and stock screeners are almost always the Class A shares. The founder's Class B shares — often representing billions of dollars in economic value and the majority of voting power — are largely invisible in those databases. Understanding where to find them and how to read them correctly is essential for accurate insider ownership analysis.

Form 4 Table I vs. Table II: Where Class B Shares Live

SEC Form 4, which insiders must file within two business days of any transaction, uses two tables to report holdings. Table I covers non-derivative securities — directly owned shares of common stock, restricted stock units that have vested, and similar instruments. Table II covers derivative securities — options, warrants, convertible notes, and, critically, Class B shares that are convertible into Class A shares at the holder's election.

Class B shares appear in Form 4 Table II because they are technically a derivative: the insider holds Class B shares that carry the right to convert 1:1 into Class A shares. When a founder like Roku's Anthony Wood sells shares on the open market, the process is: (1) convert a block of Class B shares to Class A via a Table II "C" (conversion) transaction, (2) then sell those Class A shares on the market via a Table I "S" (sale) transaction. Both steps appear in the same Form 4 filing. If you only read Table I, you see the sale but miss the conversion — and you may incorrectly conclude that the insider "owns zero Class A shares remaining" without realizing they still hold millions of Class B shares in Table II.

The correct way to read the filing: add Table I Class A shares + Table II Class B share equivalent value to understand the insider's total economic position. After Wood's May 2026 sales, his Table I Class A shares show zero, but his Table II discloses 16,193,111 Class B shares — representing approximately $2.09 billion in economic value at prevailing prices.

Why the 13F Holder Table Doesn't Show Founder Shares

Quarterly 13F filings — the institutional disclosure that powers the filer directory on 13F Insight — report holdings of Section 13(f) securities, which covers publicly traded equities including Class A shares. Class B shares are generally not publicly traded and therefore do not appear in 13F filings. This means that when you look at the Roku holder table, you see FMR LLC's 13.7 million Class A shares ($1.61B), Vanguard's 6.5 million Class A shares ($610M), and ARK's 3.8 million Class A shares ($360M) — but you do not see Wood's 16.2 million Class B shares anywhere in the table. Those Class B shares represent roughly 2.4x FMR's entire position but are visible only in Wood's Form 4 and 13G filings.

This creates a potential misread in total float analysis. If you sum up the institutional 13F holders and compare it to shares outstanding, the denominator should include both Class A and Class B shares outstanding (sometimes aggregated as "total shares outstanding" in company filings), not just the Class A float. Using only Class A shares outstanding when calculating percentage ownership systematically overstates every institutional holder's percentage stake.

13G Filings and Class B Beneficial Ownership

For Class A shares, any holder crossing 5% ownership must file a Schedule 13G (passive) or 13D (activist) beneficial ownership report. For Class B shares held by insiders, the same threshold applies — but the filing category changes: these are typically filed by the insider as a personal 13G, separate from any institutional 13G that may cover the same company. When the 13G filing lists "Class B Common Stock" as the security, it is the founder's personal holding being disclosed, not an institutional position.

Tracking these 13G beneficial ownership filings alongside the quarterly 13F data is how you build a complete picture of a company's ownership structure. The activist filings tracker on 13F Insight surfaces 13D and 13G events, which complements the institutional 13F data for companies with active insider ownership filings. Both data sets together — the 13F for institutional holdings and the Form 4 / 13G for insider and beneficial ownership — give investors the complete capitalization table rather than just the publicly traded float.

Voting Power vs. Economic Interest: What Founders Actually Control

The distinction between economic interest and voting control is the core implication of dual-class structures. A founder with 10% of total economic value but 60% of votes controls shareholder elections, director appointments, and major corporate transactions despite being a minority economic owner. This is why institutional proxy advisors (ISS, Glass Lewis) frequently recommend against dual-class structures, and why major index providers (S&P 500, FTSE Russell) have imposed restrictions on including new dual-class issuers in certain indices.

For investors watching insider Form 4 activity, the voting implication runs in the opposite direction from the economic one. When a founder sells Class A shares, economic dilution is occurring but voting control may be largely unaffected — because the Class B shares they retain have 10 votes each. Wood's 75,000 Class A share sale on May 11, 2026 reduced his economic interest marginally while leaving his voting position essentially unchanged. The transaction that would actually shift voting control is a Class B conversion followed by sale — and institutional investors and 13G filers track those conversions closely as a signal of founder intent to exit.

Practical Checklist for Reading Dual-Class Form 4 Filings

When analyzing Form 4 filings for companies with dual-class structures, use this checklist to avoid common misreads. First, identify whether the company has dual-class shares — the proxy statement and 10-K will describe the capital structure. Second, check Form 4 Table II for Class B share positions before concluding anything about the insider's ownership. Third, look for "C" conversion codes in Table II that precede Table I sales — conversions are the mechanism for liquidity, not the signal for conviction. Fourth, cross-reference 13G filings for Class B beneficial ownership stakes; these are distinct from the 13F institutional data and are filed on a separate EDGAR schedule. Fifth, distinguish between Class A percentage ownership (used for float calculations) and total share percentage ownership (used for economic interest calculations) — they will produce very different numbers at dual-class companies. For a direct example of these patterns in practice, explore the Form 4 history for Anthony Wood at Roku alongside Roku's institutional holder data.