IRS Form 3922 Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(C)

What Is Form 3922?

IRS Form 3922, Transfer of Stock Acquired through an Employee Stock Purchase Plan under Section 423(c) - also known as the "employee stock purchase plan tax form" - is a form that corporations must file with the Internal Revenue Service (IRS) for each legal title of a share that is transferred to an employee who acquired the shares pursuant to an employee stock purchase plan (stock conditions are described in Section 423c of the IRS Code).

This form is issued by the IRS and was last revised in September 2016. Download a fillable Form 3922 by clicking the link below.

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CORRECTED
2626
Transfer of Stock
CORPORATION'S name, street address, city or town, state or province,
1 Date option granted
OMB No. 1545-2129
country, and ZIP or foreign postal code
Acquired Through
Form 3922
an Employee
Stock Purchase
2 Date option exercised
Plan Under
(Rev. September 2016)
Section 423(c)
Copy A
CORPORATION'S federal identification number EMPLOYEE’S identification number
3 Fair market value per share
4 Fair market value per share
on grant date
on exercise date
For
Internal Revenue
$
$
EMPLOYEE’S name
Service Center
5 Exercise price paid per share
6 No. of shares transferred
$
File with Form 1096.
Street address (including apt. no.)
7 Date legal title transferred
For Privacy Act and
Paperwork Reduction
Act Notice, see the
City or town, state or province, country, and ZIP or foreign postal code
current version of the
8 Exercise price per share determined as if the option was
General Instructions for
exercised on the date shown in box 1
Certain Information
Account number (see instructions)
Returns.
$
3922
Form
(Rev. 9-2016)
Cat. No. 41180P
www.irs.gov/form3922
Department of the Treasury - Internal Revenue Service
Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page
VOID
CORRECTED
2626
Transfer of Stock
CORPORATION'S name, street address, city or town, state or province,
1 Date option granted
OMB No. 1545-2129
country, and ZIP or foreign postal code
Acquired Through
Form 3922
an Employee
Stock Purchase
2 Date option exercised
Plan Under
(Rev. September 2016)
Section 423(c)
Copy A
CORPORATION'S federal identification number EMPLOYEE’S identification number
3 Fair market value per share
4 Fair market value per share
on grant date
on exercise date
For
Internal Revenue
$
$
EMPLOYEE’S name
Service Center
5 Exercise price paid per share
6 No. of shares transferred
$
File with Form 1096.
Street address (including apt. no.)
7 Date legal title transferred
For Privacy Act and
Paperwork Reduction
Act Notice, see the
City or town, state or province, country, and ZIP or foreign postal code
current version of the
8 Exercise price per share determined as if the option was
General Instructions for
exercised on the date shown in box 1
Certain Information
Account number (see instructions)
Returns.
$
3922
Form
(Rev. 9-2016)
Cat. No. 41180P
www.irs.gov/form3922
Department of the Treasury - Internal Revenue Service
Do Not Cut or Separate Forms on This Page — Do Not Cut or Separate Forms on This Page
CORRECTED
Transfer of Stock
CORPORATION'S name, street address, city or town, state or province,
1 Date option granted
OMB No. 1545-2129
country, and ZIP or foreign postal code
Acquired Through
Form 3922
an Employee
Stock Purchase
2 Date option exercised
Plan Under
(Rev. September 2016)
Section 423(c)
Copy B
CORPORATION'S federal identification number EMPLOYEE’S identification number
3 Fair market value per share
4 Fair market value per share
on grant date
on exercise date
For Employee
$
$
EMPLOYEE’S name
5 Exercise price paid per share
6 No. of shares transferred
This is important tax
information and is
$
being furnished to
Street address (including apt. no.)
7 Date legal title transferred
the Internal Revenue
Service.
City or town, state or province, country, and ZIP or foreign postal code
8 Exercise price per share determined as if the option was
exercised on the date shown in box 1
Account number (see instructions)
$
3922
(keep for your records)
Form
(Rev. 9-2016)
www.irs.gov/form3922
Department of the Treasury - Internal Revenue Service
Instructions for Employee
Box 3. Shows the fair market value (FMV) per share on the
You have received this form because (1) your employer (or its
transfer agent) has recorded a first transfer of legal title of
date the option to purchase the stock was granted to you.
stock you acquired pursuant to your exercise of an option
Box 4. Shows the FMV per share on the date you exercised
granted under an employee stock purchase plan, and (2) the
the option to purchase the stock.
exercise price was less than 100% of the value of the stock on
Box 5. Shows the price paid per share on the date you
the date shown in box 1 or was not fixed or determinable on
exercised the option to purchase the stock.
that date.
Box 6. Shows the number of shares to which legal title was
No income is recognized when you exercise an option
transferred by you.
under an employee stock purchase plan. However, you must
Box 7. Shows the date legal title of the shares was first
recognize (report) gain or loss on your tax return for the year in
transferred by you.
which you sell or otherwise dispose of the stock. Keep this
form and use it to figure the gain or loss. For more information,
Box 8. If the exercise price per share was not fixed or
see Pub. 525.
determinable on the date entered in box 1, box 8 shows the
exercise price per share determined as if the option was
Account number. May show an account or other unique
exercised on the date in box 1. If the exercise price per share
number your employer or transfer agent assigned to
was fixed or determinable on the date shown in box 1, then
distinguish your account.
box 8 will be blank.
Box 1. Shows the date the option to purchase the stock was
Future developments. For the latest information about
granted to you.
developments related to Form 3922 and its instructions, such
Box 2. Shows the date you exercised the option to purchase
as legislation enacted after they were published, go to
the stock.
www.irs.gov/form3922.
VOID
CORRECTED
Transfer of Stock
CORPORATION'S name, street address, city or town, state or province,
1 Date option granted
OMB No. 1545-2129
country, and ZIP or foreign postal code
Acquired Through
Form 3922
an Employee
Stock Purchase
2 Date option exercised
Plan Under
(Rev. September 2016)
Section 423(c)
Copy C
CORPORATION'S federal identification number EMPLOYEE’S identification number
3 Fair market value per share
4 Fair market value per share
on grant date
on exercise date
For Corporation
$
$
EMPLOYEE’S name
This copy should be
retained by the
5 Exercise price paid per share
6 No. of shares transferred
corporation.
$
Street address (including apt. no.)
7 Date legal title transferred
For Privacy Act and
Paperwork Reduction
Act Notice, see the
City or town, state or province, country, and ZIP or foreign postal code
current version of the
8 Exercise price per share determined as if the option was
General Instructions
exercised on the date shown in box 1
for Certain
Account number (see instructions)
Information Returns.
$
3922
Form
(Rev. 9-2016)
www.irs.gov/form3922
Department of the Treasury - Internal Revenue Service
Instructions for Corporation
File Copy A of this form with the IRS by February 28
To complete Form 3922, use:
of the year following the year of first transfer of the
• The current General Instructions for Certain
stock acquired through the employee stock purchase
Information Returns, and
plan. If you file electronically, the due date is March 31
of the year following the year of first transfer of the
• The current Instructions for Forms 3921 and 3922.
stock acquired through the employee stock purchase
To get or to order these instructions, go to
plan. To file electronically, you must have software that
www.irs.gov/form3922.
generates a file according to the specifications in Pub.
Due dates. Furnish Copy B of this form to the employee
1220.
by January 31 of the year following the year of first
Need help? If you have questions about reporting on
transfer of the stock acquired through the employee
Form 3922, call the information reporting customer
stock purchase plan.
service site toll free at 1-866-455-7438 or 304-263-8700
(not toll free). Persons with a hearing or speech
disability with access to TTY/TDD equipment can call
304-579-4827 (not toll free).

Download IRS Form 3922 Transfer of Stock Acquired Through an Employee Stock Purchase Plan Under Section 423(C)

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What Is ESPP?

The Employee Stock Purchase Plan (ESPP) is a benefit plan within a corporation that allows employees to purchase shares of the corporation at a discounted price, i.e., below their fair market value or at a price not fixed on the date of grant. This program may be supported through a fixed dollar amount contribution or payroll deductions of the employees who choose to participate. The employee does not begin to owe tax on the Employee Stock Purchase Plan until after they sell or dispose of the shares, based on any gains. The ESPP rules set forth holding periods and other requirements in order to receive favorable tax treatment when shares are sold. The ESPP disposition may be qualified or non-qualified based on the compliance with these requirements and holding period, which will affect the tax benefits offered to the employee.

What Is the Purpose of Form 3922?

Tax Form 3922 is used for providing the IRS with information. However, this information is not included in the employee's return. Employees should keep this form in their records, and use the information at the time they dispose of their shares. When employees dispose of their stock, they receive Form 1099-B, Proceeds from Broker and Barter Exchange Transactions, which contains the information that must be reported on their tax return.

Employees report gain or loss on their tax return for the year in which they sell or otherwise dispose of the stock, and the information on Form 3922 will be used to determine the cost, the holding period, and other relevant data.

How to File Form 3922?

The form may be filed either by mail or online. You must file online if you are required to file 250 or more forms. If you file the form on paper, you may file it with one of the following IRS Centers, depending on where the corporation is located: Austin, TX; Kansas City, MO; and Ogden, UT.

Corporations are required to print Copy A of Form 3922 on special paper, which can be ordered from the IRS. Moreover, all paper submissions must be accompanied by Form 1096 as the transmittal document, and make sure that the filer's name, address, and TIN on Form 1096 coincide with the information on Form 3922. If after filing you discover additional forms that must be filed, file them with a new Form 1096, but do not staple them together. Note that if you are filing online, you need to have an account in the IRS FIRE system.

IRS Form 3922 Instructions

The corporation will comply with their filing requirement as long as this form is properly addressed and mailed on or before the due date. Form 3922 due date is February 28, 2020, if filed on paper, or March 31, 2020, if the form is filed electronically. Should the filing due date fall on a weekend day or legal holiday, the form may be filed by the next business day. It is possible to get an automatic 30-day time extension to file by filing Form 8809.

If the corporation does not file a correct information return by the due date and no reasonable cause can be demonstrated, it may be subject to a late filing penalty. The amount of the penalty will be different depending on when the corporation files the 3921 form correctly. The penalty shall be as follows: (a) $50 per information return if they are correctly filed within 30 days (by March 30 if the due date is February 28); (b) $110 per information return if they are correctly filed more than 30 days after the due date but by August 1st; or $270 per information return if they are correctly filed after August 1st.

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