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Page 1 of 2                                                                                      13:45 - 3-Oct-2017

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                                                                                               Department of the Treasury
                                                                                               Internal Revenue Service
Instructions for Forms 3921 

and 3922

(Rev. October 2017)
Exercise of an Incentive Stock Option Under Section 422(b) and Transfer of Stock 
Acquired Through an Employee Stock Purchase Plan Under Section 423(c)

Section references are to the Internal Revenue Code unless       A related corporation of the corporation,
otherwise noted.                                                 Any agent of the corporation,
                                                                 Any party distributing shares of stock or other payments in 
Future Developments                                              connection with the plan (for example, a brokerage firm), and
For the latest information about developments related to         Any party in control of the payment of remuneration for 
Forms 3921 and 3922 and their instructions, such as              employment to the employee.
legislation enacted after they were published, go to IRS.gov/
Form3921 or IRS.gov/Form3922.                                    Statements to Transferees
                                                                 If you are required to file Form 3921, you must furnish a 
What’s New                                                       statement to the person whose name is set forth on Form 
On-line pdf fillable Copies B, C, and D of Form 3921.       To   3921. For more information, see part M in the current version 
ease statement furnishing requirements, Copies B, C, and D       of the General Instructions for Certain Information Returns.
of Form 3921 have been made fillable on-line in a pdf format,    Truncating recipient’s TIN on payee statements. 
available at IRS.gov/Form3921.                                   Pursuant to Treasury Regulations section 301.6109-4, all 
                                                                 filers of this form may truncate a recipient’s TIN (social 
Reminder                                                         security number (SSN), individual taxpayer identification 
In addition to these specific instructions, you should also use  number (ITIN), adoption taxpayer identification number 
the current version of the General Instructions for Certain      (ATIN), or employer identification number (EIN) on payee 
Information Returns. Those general instructions include          statements. Truncation is not allowed on any documents the 
information about the following topics.                          filer files with the IRS. A payer’s TIN may not be truncated on 
Who must file (nominee/middleman).                               any form. See part J in the current version of the General 
When and where to file.                                          Instructions for Certain Information Returns.
Electronic reporting requirements.
Corrected and void returns.                                      Employee's Name, Address, and TIN
Statements to recipients.                                        Enter the name, address, and TIN of the person to whom the 
Taxpayer identification numbers (TINs).                          share or shares were transferred pursuant to the exercise of 
Backup withholding.                                              the option.
Penalties.
Other general topics.                                            Account Number
                                                                 The account number is required if you have multiple 
You can get the General Instructions for Certain                 accounts for a person for whom you are filing more than one 
Information Returns at IRS.gov/Form1099 or go to IRS.gov/        Form 3921. Additionally, the IRS encourages you to 
Form3921 or IRS.gov/Form3922.                                    designate an account number for all Forms 3921 that you file. 
                                                                 See part L in the current version of the General Instructions 
Specific Instructions for Form 3921                              for Certain Information Returns.

Who Must File                                                    Box 1. Date Option Granted
Every corporation which in any calendar year transfers to any    Enter the date the option was granted.
person a share of stock pursuant to that person's exercise of 
an incentive stock option described in section 422(b) must,      Box 2. Date Option Exercised
for that calendar year, file Form 3921 for each transfer made    Enter the date the option was exercised.
during that year.
                                                                 Box 3. Exercise Price Per Share
Exception.   A Form 3921 is not required for the exercise of 
an incentive stock option by an employee who is a                Enter the exercise price per share of stock.
nonresident alien (as defined in section 7701(b)) and to 
whom the corporation is not required to provide a Form W-2,      Box 4. Fair Market Value Per Share on Exercise 
Wage and Tax Statement, for any calendar year within the         Date
time period beginning with the first day of the calendar year in Enter the fair market value (FMV) per share of stock on the 
which the option was granted to the employee and ending on       date the option was exercised.
the last day of the calendar year in which the employee 
exercised the option. For this purpose, the term “corporation”   Box 5. Number of Shares Transferred
is defined in section 7701(a) and includes, but is not limited   Enter the number of shares of stock transferred pursuant to 
to:                                                              the exercise of the option.
The corporation issuing the stock,

Oct 03, 2017                                             Cat. No. 23069T



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Box 6. If Other Than TRANSFEROR, Name,                                   Statements to Transferors
Address, and TIN of Corporation Whose Stock                              If you are required to file Form 3922, you must furnish a 
Is Being Transferred                                                     statement to the transferor. For more information, see part M 
Enter the name, address, and TIN of the corporation whose                in the current version of the General Instructions for Certain 
stock is being transferred pursuant to the exercise of the               Information Returns.
option. Enter this information only if the corporation is not the        Truncating recipient’s TIN on payee statements. 
entity shown in the TRANSFEROR boxes in the upper left                   Pursuant to Treasury Regulations section 301.6109-4, all 
corner of Form 3921.                                                     filers of this form may truncate a recipient’s TIN (social 
                                                                         security number (SSN), individual taxpayer identification 
                                                                         number (ITIN), adoption taxpayer identification number 
Specific Instructions for Form 3922
                                                                         (ATIN), or employer identification number (EIN) on payee 
                                                                         statements. Truncation is not allowed on any documents the 
Who Must File
                                                                         filer files with the IRS. A payer’s TIN may not be truncated on 
Every corporation, which in any calendar year records, or has            any form. See part J in the current version of the General 
by its agent recorded, a transfer of the legal title of a share of       Instructions for Certain Information Returns.
stock acquired by the transferor (person who acquires the 
shares pursuant to the exercise of the option) pursuant to the           Employee's Name, Address, and TIN
transferor's exercise of an option granted under an employee             Enter the name, address, and TIN of the transferor.
stock purchase plan and described in section 423(c) (where 
the exercise price is less than 100% of the value of the stock           Account Number
on the date of grant, or is not fixed or determinable on the 
date of grant), must, for that calendar year, file Form 3922 for         The account number is required if you have multiple 
each transfer made during that year.                                     accounts for a transferor for whom you are filing more than 
                                                                         one Form 3922. Additionally, the IRS encourages you to 
A return is required by reason of a transfer described in                designate an account number for all Forms 3922 that you file. 
section 6039(a)(2) only for the first transfer of legal title of the     See part L in the current version of the General Instructions 
shares by the transferor, including the first transfer of legal          for Certain Information Returns.
title to a recognized broker or financial institution. If a 
contractual agreement exists or is entered into with a                   Box 1. Date Option Granted
recognized broker or financial institution pursuant to which             Enter the date the option was granted.
shares acquired upon exercise of the option will be 
immediately deposited into a brokerage account established               Box 2. Date Option Exercised
on behalf of the transferor, then the deposit of shares by the           Enter the date the option was exercised.
transferor into the brokerage account following the exercise 
of the option is the first transfer of legal title of the shares         Box 3. Fair Market Value Per Share on Grant 
acquired by the transferor, and the corporation is only                  Date
required to file a return relating to that transfer of legal title.
                                                                         Enter the fair market value (FMV) per share of stock on the 
Shares of stock transferred as a result of the exercise of               date the option was granted.
an option described above must be identified in a manner 
sufficient to enable the accurate reporting of the transfer of           Box 4. Fair Market Value Per Share on Exercise 
legal title to such shares. This identification can be made by           Date
assigning to the share certificates of stock issued pursuant to 
                                                                         Enter the FMV per share of stock on the date the option to 
such options a special serial number or color.
                                                                         purchase the stock was exercised.
The corporation whose stock is being transferred must file 
Form 3922.                                                               Box 5. Exercise Price Paid Per Share
Exception. A Form 3922 is not required for the first transfer            Enter the price paid per share on the date the option was 
of legal title of a share of stock by an employee who is a               exercised.
nonresident alien (as defined in section 7701(b)) and to 
                                                                         Box 6. Number of Shares Transferred
whom the corporation is not required to provide a Form W-2, 
Wage and Tax Statement, for any calendar year within the                 Enter the number of shares to which legal title was 
time period beginning with the first day of the calendar year in         transferred.
which the option was granted to the employee and ending on 
the last day of the calendar year in which the employee first            Box 7. Date Legal Title Transferred
transferred legal title to shares acquired under the option. For         Enter the date legal title of the shares was first transferred.
this purpose, the term “corporation” is defined in section 
7701(a) and includes, but is not limited to:                             Box 8. Exercise Price Per Share Determined as 
The corporation issuing the stock,                                       if the Option Was Exercised on the Date Shown 
A related corporation of the corporation,                                in Box 1
Any agent of the corporation,
                                                                         If the exercise price per share was not fixed or determinable 
Any party distributing shares of stock or other payments in 
                                                                         on the date of grant entered in box 1, enter the exercise price 
connection with the plan (for example, a brokerage firm), and
                                                                         per share determined as if the option was exercised on the 
Any party in control of the payment of remuneration for 
                                                                         date of grant entered in box 1. If the exercise price per share 
employment to the employee.
                                                                         is fixed or determinable on the date of grant entered in box 1, 
                                                                         then leave box 8 blank.

                                                                     -2-             Instrs for Forms 3921 and 3922 (Rev. Oct. 2017)






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