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5% Beneficial Holder Questionnaire (Public Offering)

A form-style intake questionnaire that captures every fact a 5%+ beneficial owner must disclose so the Company can complete Item 403 / Item 404 / Item 507 of its registration statement.

15-25 minutes interview2026 currentFree to generateAttorney finish by callPDF & Word export

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What is a 5% Beneficial Holder Questionnaire?

Built for any beneficial owner of 5% or more of a Company's voting securities (VC/PE funds, founders, executive officers, directors, family offices, employee-benefit trusts) completing intake for an S-1 or resale registration, together with Company counsel assembling the Item 403 / Item 404 / plan-of-distribution disclosure.

5% Beneficial Holder Questionnaire template, current for 2026

Rebuilt for the 2026 disclosure regime, it incorporates the SEC's amended Rule 13d-3 group-formation guidance, an Item 403 natural-person-attribution walkthrough for fund holders, a broker-dealer-affiliate screen tied to Section 5 / Rule 5110, hedging and share-lending capture (post-Reg Best Interest 2.0), and an affirmative continuous-update covenant through effectiveness.

How HDAi does this differently

Unlike a static form, HDAi runs a guided interview and assembles your 5% Beneficial Holder Questionnaire as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.

What you’ll be asked

A short interview in plain language that asks only what this document needs.

What is the exact legal name of the Company preparing the registration statement? Use the full legal name exactly as it appears on the cover of the registration statement.
What type of registration statement will your information appear in? This drives which Item 403 / Item 507 disclosure buckets apply to you.
As of what record date should you answer the ownership questions? Beneficial ownership is measured as of a specific date the Company will fix, usually the most recent practicable date before filing.
Are you completing this questionnaire as an individual or as an entity?
What is your full legal name (or the entity's exact legal name)?
What type of entity is the holder?
State or country of formation / citizenship?
Principal business or residence address (street, city, state, ZIP, country).
Taxpayer identification number (EIN, SSN, or foreign equivalent). Held in confidence by counsel; not printed on the registration statement. Used to reconcile ownership records.
Do you (or any controlled affiliate) hold registrations with the SEC, FINRA, CFTC, or any foreign securities regulator? If yes, describe. Discloses status as a registered investment adviser, broker-dealer, or similar; critical for Rule 5110 and Section 5 analysis.
Are you a broker-dealer or an affiliate of a broker-dealer? If yes, the Company's counsel must analyze whether you may be deemed a statutory underwriter under Section 2(a)(11) of the Securities Act.
Identify the broker-dealer and the nature of the affiliation, and say if the securities were acquired in the ordinary course and without any agreement or understanding to distribute.
Are you, or is any controlled affiliate or associated person, a member of FINRA or a person associated with a FINRA member (a 'participating member' or 'related person' for purposes of FINRA Rule 5110)? FINRA Rule 5110 (the Corporate Financing Rule) requires the Company to identify any beneficial owner that is a FINRA member or associated person so underwriting compensation can be assessed.
Identify each FINRA member and describe the nature of the membership or association.
In connection with the Offering, will you (or any associated person) receive, or have you received, any underwriting compensation or other item of value from the Company, an affiliate, or a selling securityholder (Rule 5110)? Items of value include securities, warrants, finder's fees, consulting or advisory fees, rights of first refusal, and reimbursed expenses received within the Rule 5110 review period in connection with the Offering.
Describe each item of value, giving the type, amount or number of securities, terms, and date received or to be received.
Did you acquire any Company securities during the 180 days before the initial confidential submission or public filing of the registration statement, or do you expect to acquire any during the offering period, other than the securities disclosed elsewhere in this questionnaire? Rule 5110 presumes securities acquired by a participating FINRA member or associated person during the 180-day look-back (and through the 12-month period following effectiveness) to be underwriting compensation unless an exception applies.
For each acquisition within the look-back (or expected within twelve months after effectiveness), describe the security, quantity, price, date, and the seller or issuer.
For each class of the Company's voting securities you beneficially own, state the class title, the number of shares you own of that class, and the votes per share for that class. Item 403 requires per-class disclosure. Give one line per class; this supports dual-class tables where voting power differs from economic ownership.
Aggregate number of shares of Company voting stock (across all classes) that you own of record and directly.
Number of shares beneficially owned INDIRECTLY (through controlled entities, family members sharing your household, trusts for which you are trustee or beneficiary, etc.). Rule 13d-3 attributes ownership to anyone with voting or investment power. Include the shares even if title is held by another person or vehicle.
For each indirect holding, describe the record holder, the nature of your relationship, and the number of shares.
Additional shares underlying options, warrants, RSUs, convertible notes, SAFEs, or other rights EXERCISABLE OR VESTING WITHIN 60 DAYS of the record date. Rule 13d-3(d)(1)(i) sweeps in any right to acquire within 60 days. Do not include awards that vest later than 60 days out.
Describe each derivative security counted above (type, grant date, exercise price, expiration, vesting schedule).
What number of shares outstanding did you use as the denominator for your ownership percentage, and as of what date? State the shares-outstanding basis so counsel can reconcile your percentage against the Company's cap table. Include shares issuable to you within 60 days in both numerator and denominator per Rule 13d-3.
Approximate resulting percentage of the Company's outstanding voting securities that you beneficially own (numerator over the basis above). Approximate is acceptable; counsel will confirm. Express as a percentage.
Of the total shares above, how many do you hold SOLE voting power over?
How many do you hold SHARED voting power over (with a spouse, co-trustee, investment committee, etc.)?
Sole DISPOSITIVE (investment) power over how many shares?
Shared dispositive power over how many shares?
If the holder is an entity, list every natural person who ultimately has or shares voting or dispositive power over the shares (Item 403(a) disclosure).
Are you part of a 'group' within the meaning of Rule 13d-5(b), that is, have you agreed to act together with any other stockholder to acquire, hold, vote, or dispose of Company securities?
Identify each other member of the group and describe the agreement or understanding.
What is (or was, during the past three years) your relationship to the Company?
Describe the position, dates of service, and any compensation or fees received (past three years).
If you are (or will be upon effectiveness) a director, executive officer, or beneficial owner of more than 10% of a registered class, do you acknowledge your Section 16 reporting and short-swing profit obligations? Section 16(a) requires a Form 3 within the required window after the Company becomes a reporting company, and Section 16(b) subjects matched purchases and sales within any six-month period to short-swing profit recovery.
Describe every transaction or series of transactions since the beginning of the Company's last fiscal year, or currently proposed, in which (i) you (or an immediate family member or controlled entity) were or will be a participant and (ii) the amount involved exceeds $120,000, or state 'None.' This feeds Item 404 related-party disclosure. Include leases, loans, secondary purchases, side letters with fee arrangements, and services rendered.
Within the past ten years, have you (or any covered person, including a controlled entity, director, officer, or general partner) been subject to any disqualifying event under Rule 506(d) of Regulation D (a 'bad actor' event)? Disqualifying events include certain criminal convictions, SEC or CFTC orders, self-regulatory-organization sanctions, court injunctions and restraining orders, and U.S. Postal Service false-representation orders involving securities, false filings, or the conduct of a securities business.
Describe each disqualifying event, giving the covered person, the nature and date of the event, the issuing authority, and whether any waiver has been obtained.
Within the past ten years, have you been subject to any legal proceeding required to be disclosed under Item 401(f) of Regulation S-K (bankruptcy, criminal conviction, SEC/CFTC/banking/SRO order, or court injunction relating to securities or business conduct)? Item 401(f) is required for directors, officers, and certain nominees; complete it if you are or may become such a person, and in all events if any listed event applies.
Describe each proceeding, giving the nature, the court or authority, the date, and the current status or disposition.
Are you, or is any person that controls, is controlled by, or is under common control with you, a person named on any U.S. sanctions list (including OFAC's SDN list) or otherwise the target of economic sanctions administered by OFAC or a comparable authority? Supports the Company's sanctions screening and the underwriters' certifications. A 'no' representation is the norm; any 'yes' must be escalated to counsel.
Describe the sanctions nexus, including the list, the person named, and any license or authorization relied upon.
Are you a 'foreign person' for purposes of the CFIUS regulations (a foreign national, foreign government, or foreign entity, or an entity over which such a person could exercise control)? Helps the Company assess any CFIUS review the Offering or your holding may trigger under the Defense Production Act (as amended by FIRRMA).
Describe your foreign-person status, including relevant nationality, jurisdiction, and any governance or control rights held in the Company.
With respect to shares you plan to include on the resale registration statement (if any), what is your present intent?
Describe any specific distribution plan, arrangement with an underwriter or placement agent, or agreement with a counterparty.
Identify any voting agreement, right-of-first-refusal, co-sale, lock-up, standstill, pledge, margin loan, securities lending, hedging, or similar arrangement affecting the shares, or state 'None.'
Do you presently have any plans or proposals that would result in a change of control, an extraordinary transaction, a change in the board, or any other action listed in Item 4 of Schedule 13D? If yes, describe.
Do you authorize the Company to treat your executed questionnaire as reaffirmed as of the date the registration statement is declared effective (and as of any takedown pricing date), absent written notice of a change? This pairs a bring-down mechanism with the update covenant so counsel can rely on the questionnaire at effectiveness without re-circulating it.
Name of the person signing this questionnaire.
Signing capacity / title.
Email address of the signatory (for update notices and counsel follow-up). Not printed in the registration statement; used by counsel to reach you for confirmations.
Telephone number of the signatory. Not printed in the registration statement.
Date of signature.

Frequently asked

About the 5% Beneficial Holder Questionnaire and how HDAi works.

What is a 5% Beneficial Holder Questionnaire (Public Offering)? +

A 5% Beneficial Holder Questionnaire (Public Offering) is a form-style intake questionnaire that captures every fact a 5%+ beneficial owner must disclose so the Company can complete Item 403 / Item 404 / Item 507 of its registration statement without a second round of chase-downs. Any beneficial owner of 5% or more of a Company's voting securities (VC/PE funds, founders, executive officers, directors, family offices, employee-benefit trusts) completes it for an S-1 or resale registration, and Company counsel uses it to assemble the Item 403 / Item 404 / plan-of-distribution disclosure.

Is HDAi's 5% Beneficial Holder Questionnaire (Public Offering) legally binding? +

The 5% Beneficial Holder Questionnaire (Public Offering) is a working document rather than a contract and does not become binding by signature. What it does is organize the facts and decisions the next step needs (an attorney's work, a filing, or a board decision). Treat the output as preparation, and have a licensed Hart David Carson attorney finish whatever follows from it.

Do I need a lawyer to use this 5% Beneficial Holder Questionnaire (Public Offering)? +

You can generate and download the 5% Beneficial Holder Questionnaire (Public Offering) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.

What makes this 5% Beneficial Holder Questionnaire (Public Offering) current for 2026? +

How long does the 5% Beneficial Holder Questionnaire (Public Offering) take? +

Estimated time about 28 min (55 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.

Does this 5% Beneficial Holder Questionnaire (Public Offering) work in my state? +

HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.

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Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Template and page reviewed · Every generated draft is a draft, not legal advice