Multi-Class Shares: Why Form 4 Table I Misses Half the Story

The most common factual mistake on a Form 4 insider trading article is the claim that an executive "owns zero shares" or "has fully liquidated" based on the Table I residual after a sale. Most large founder-led and dual-class companies put material insider ownership in Table II (derivative securities), in restricted stock unit awards, in family trusts that file under separate beneficial-owner identities, and in voting-share classes that do not trade publicly. Reading only the Table I number can understate true insider economic exposure by a factor of 2x to 10x, and on dual-class voting shares it can hide effectively 100% of voting control.

This guide explains where insider ownership actually lives across the Form 4 / Schedule 13D filing stack, how to reconcile the numbers, and the multi-class data signatures the 13F Insight platform flags automatically.

The Form 4 anatomy: Tables I and II

Every Form 4 has two reporting tables. Table I covers non-derivative securities — the directly-held common shares an insider transacted that day plus the residual count remaining after the transaction. Table II covers derivative securities — stock options, restricted stock units (RSUs), warrants, convertible notes, and other instruments whose value derives from underlying common stock.

For most insiders at single-class companies, Table I is the meaningful population. For insiders at multi-class companies (Class A / Class B, common / preferred, voting / non-voting), Table II frequently holds the bulk of the economic interest. The 2026 Form 4 platform output flags this with a red MULTI-CLASS warning when Table II shows material derivative or indirect holdings — that flag exists specifically because the editorial trap is so common.

Where multi-class structures show up

The corporate structures where Table I underrepresents true ownership are predictable:

• Founder-controlled dual-class companies: Meta, Alphabet, Snap, Pinterest, Spotify, Lyft, Robinhood, Palantir, and many others use a Class A (10:1 votes) / Class B (1 vote) structure. The Class B shares typically do not trade publicly and are held by founders + early employees. Form 4 Table I usually shows only the Class A shares the insider holds for liquidity; Class B sits in Table II or in indirect-holdings entities.
• Family-trust structures: Many founders hold a portion of their stake through revocable trusts, irrevocable family trusts, charitable remainder trusts, or family-LLC entities. Those holdings are still reportable as beneficial ownership under SEC Section 13 but report through separate Schedule 13G/A filings rather than the founder's own Form 4. The founder's direct Table I count plus the trust's separate 13G disclosure sum to the true picture.
• Preferred-share structures: Some pre-IPO companies retain founder preferred shares that convert into common at IPO but report separately while outstanding. Same data trap.
• Restricted stock units pending vest: Unvested RSUs are reported in Table II but are not yet voting shares. They represent future common-stock economic interest at vest.

The Schedule 13D / 13G layer

Above Form 4 sits a second disclosure layer: Schedule 13D (active investors with intent) and Schedule 13G (passive 5%+ holders). These filings aggregate the beneficial-ownership picture across all of an insider's reporting entities — direct holdings, derivative holdings, trust holdings, family-office holdings — into a single percentage-of-class figure.

For Morningstar founder Joseph Mansueto, the Form 4 Table I residual after a recent May 2026 disposition was 8,114,392 shares. The same insider's SC 13G/A disclosure dated February 12, 2026 reports a 37.5% beneficial ownership stake totaling 14,909,759 shares. Both filings are correct; both are required; they measure different things. The Form 4 measures the transaction-reporting filer's direct position. The 13G/A measures aggregate beneficial control. The latter is the framing for thinking about who controls the company.

Reconciling Table I, Table II, and 13G

The mechanical reconciliation when reading an insider's full ownership picture is:

For a complete read on a single insider, the right order is: pull the latest Form 4 Table I residual, scan the same filing for any Table II disclosures, then cross-check against the most recent Schedule 13G/A or proxy filing for the aggregate beneficial percentage. If those numbers reconcile cleanly (Table I + Table II ≈ 13G/A), you have the full picture. If the 13G/A is materially larger, the difference lives in family-trust or indirect-entity holdings that report through different filers.

The single most common mistake

Form 4 articles routinely include sentences like "following the sale, the CEO retains 1.5 million shares." That sentence is only true if Table II is zero and no Schedule 13G/A exists for the same insider. For any dual-class founder, it is almost always wrong. The 13F Insight prepare-insider-data script surfaces a MULTI-CLASS warning when material Table II holdings exist; that warning exists because the error is so common it would otherwise ship to publication unflagged.

The safer framings are:

• "Following the sale, the CEO's direct Form 4 Table I residual is X shares; an additional Y shares are disclosed in Table II via derivative securities or family trusts."
• "The May 12 13G/A disclosure reports aggregate beneficial ownership of Z%, which represents the founder's combined direct and indirect position across all reporting entities."
• "No Class A shares are reported on Form 4 Table I — the founder's economic exposure runs through Class B voting shares disclosed in Table II."

Dual-class voting power is the harder read

Even when the Table I + Table II + 13G/A reconciliation is clean economically, dual-class structures separate economic ownership from voting control. A founder holding 10% of total shares-outstanding economically may hold 50%+ of total voting power if those shares are Class B at 10:1 voting weight. Public 13F filings and the standard Schedule 13G filings do not always surface the voting-power calculation.

The cleanest source for dual-class voting power is the company's most recent proxy statement (DEF 14A). The proxy disclosure table for named executive officers includes both share count by class and percentage of voting power.

Practical workflow on the 13F Insight platform

The platform automates the multi-class reconciliation for you. On any insider profile page (for example George Kurtz or Arthur Levinson), the latest Form 4 residual is displayed at the top and the linked 13D/G filings — if any — are shown alongside. The MULTI-CLASS flag triggers on the data review pipeline whenever Table II derivative holdings are material, ensuring article writers cross-check before publishing.

For the cross-section read — who actually controls a given company — the 13D/G filings page for the stock surfaces every active 5%+ beneficial owner with the percentage-of-class headline. That is the right starting point for any "largest shareholder" framing in editorial copy.