Reading Multi-Class Form 4: Table I vs Table II Decoded

The single most common factual error in financial-media reporting on executive insider sales is the "CEO owns zero shares" headline. The error stems from reading Form 4 Table I in isolation — and missing the structural fact that most public-company executives hold material positions across Table II derivative securities, family-trust 13G/A disclosures, and indirect beneficial ownership that Table I does not capture.

Reading multi-class share structures correctly is the single highest-leverage skill in interpreting executive insider filings. Form 4 has a specific architecture for capturing this complexity, and combining the relevant disclosures gives a beneficial-ownership picture that is often dramatically different from the directly-held figure.

The Form 4 Architecture

Every Form 4 filing has two tables that capture different aspects of the insider's position:

• Table I — Non-Derivative Securities. Reports holdings in the company's directly-held equity (typically Class A common stock). Table I shows transaction code (M, S, F, P, A, G), share count, price per share, and resulting share count after each transaction. This is the table that headline-driven reporting typically surfaces.
• Table II — Derivative Securities. Reports holdings in derivative instruments tied to the company's equity. Class B shares, options, restricted stock units (RSUs) in vesting, family-trust holdings via derivatives, employee equity grants — all show in Table II. The derivative position can be many multiples larger than the directly-held Table I figure.

Why Table I Alone Is Misleading

Three structural patterns make Table I-only reading factually wrong:

• Cashless exercise plans. Most CEO sales are M+S sequences — option exercise (M) followed immediately by open-market sale (S). The Class A directly-held figure post-M+S can be zero or near-zero, but the underlying Table II derivative position remains intact. The CEO has not divested their equity; they have realized the cash value of one tranche while retaining the broader position. (See our Form 4 cashless exercise reading guide for the full framework.)
• Dual-class share structures. Many founder-led companies issue Class A (1 vote per share) and Class B (typically 10 votes per share) common stock. Founders often hold the entire Class B tranche via Table II, with Class A shown in Table I. Reading Class A alone misses the controlling Class B position.
• Family-trust holdings. Founder-CEOs often restructure beneficial ownership through family trusts. The trust positions appear via Schedule 13G/A filings on the trust entity, not on Form 4 Table I. Combining Form 4 + Schedule 13G/A is required for the full picture.

A Real-World Example: CoreWeave's CDO

Brannin McBee's April 27, 2026 Form 4 filings on CoreWeave (CRWV) illustrate the multi-class reading exactly:

• Table I — Class A direct holdings. Zero shares post the April 27 batch. Headline-driven reporting could (incorrectly) frame this as "CDO sold all his shares."
• Table II — Derivative securities. 6,991,660 shares retained via derivative securities. Three Table II conversion entries on April 27 (54,150 + 33,350 + 200,000 shares) reflect derivative-to-Class-A conversions that preceded the open-market sales.
• Schedule 13G/A filed February 13, 2026. Discloses 4.1% beneficial ownership of 16,490,189 shares. This figure sums all Table I + Table II + family-trust + indirect interests — the authoritative beneficial-ownership picture.

The combined picture: McBee's beneficial ownership remains material at 4.1% of CoreWeave, even with Class A directly-held at zero post the April execution. Read alone, the Class A figure is highly misleading; combined with Table II and 13G/A disclosures, the position is meaningful operational alignment.

Another Example: Morningstar's Founder

Joseph Mansueto, founder of Morningstar (MORN), illustrates the family-trust pattern:

• Form 4 Table I — 8,128,992 directly-held shares post recent sales.
• Schedule 13G/A on Mansueto Joseph D (February 12, 2026) — 37.5% beneficial ownership of 14,909,759 shares (combines direct + family-trust).
• Schedule 13G/A on Daniel Mansueto (February 12, 2026) — 9.5% beneficial ownership of 3,757,306 shares (related family-trust holdings).

Combined Mansueto family beneficial ownership exceeds 47% of Morningstar's outstanding shares. Reading Table I alone (8.13 million shares) would understate the controlling stake by approximately 80%.

The Schedule 13G/A Cross-Check

The Schedule 13G/A is the disclosure that captures full beneficial ownership at the 5%+ threshold. For executives who hold above 5% of outstanding shares (founders, large early shareholders, family-trust beneficiaries), the 13G/A is required disclosure. Reading 13G/A alongside Form 4 gives the full picture:

• Form 4 captures the granular trading activity — every transaction with date, code, price, and resulting share count.
• 13G/A captures the beneficial ownership snapshot — the total position across all securities and indirect interests as of the filing date.

For executives below the 5% threshold, no 13G/A is required, and the Form 4 Table I + Table II combination is the authoritative picture.

Reading Table II Transaction Codes

Table II uses specific transaction codes that have different meanings from Table I:

• C — Conversion. Converts derivative security to Class A (typically option exercise or RSU vest). Most M+S sequences in Table I have a corresponding C entry in Table II showing the derivative being converted.
• X — Option exercise. Similar to M but specifically for stock options exercised at the strike price.
• A — Award/grant. Compensation grants of derivative securities (typically annual RSU grants vesting over multiple years).
• F — Tax withholding at vest. Mandatory withholding to cover vesting-related tax obligations. Forced execution.

The 'CEO Owns Zero Shares' Trap

The single most common editorial error in insider-transaction reporting is concluding from Form 4 Table I alone that an executive has divested. The correct workflow:

1. Read Form 4 Table I for transaction details and direct holdings.
2. Read Form 4 Table II for derivative securities — this is where most executive equity sits.
3. Read Schedule 13G/A (if filed) for beneficial-ownership total — the authoritative picture above the 5% threshold.
4. Combine all three before making any "owns X shares" claim.

Reading Table I in isolation generates lawsuit-grade misstatements. Combining all three sources is the standard for substantive insider-transaction analysis.

The Practical Workflow

• Before drawing any conclusion from a Form 4 filing, check both Table I and Table II totals.
• For executives at companies with founder-led governance (multi-class share structures, family-trust holdings), always check Schedule 13G/A filings on the executive's name and related entities.
• Look for M+S transaction sequences that often signal cashless-exercise plan execution — these reduce Table I directly-held without unwinding the broader position.
• Cross-reference cumulative recorded sales against beneficial-ownership Schedule 13G/A figures. The ratio tells you whether the open-market sales pattern represents portfolio diversification or genuine position reduction.

Reading multi-class Form 4 structures correctly is the difference between substantive insider-transaction analysis and headline-driven misreads. The platform's insider transaction feed surfaces both Table I and Table II data, so the workflow above can be applied directly. Browse insider profile pages on 13F Insight → to see the integrated multi-class disclosure picture per insider.