Under section 6039 of the Internal Revenue Code (the “Code”) and IRS rules, a corporation is required to provide a report to an employee of: (1) any transfer it makes to the employee, during the 2011 calendar year, of a share of stock pursuant to the employee’s exercise of an “incentive stock option” ( within the meaning of section 422(b) of the Code), or (2) any record the corporation (or its agent) makes, during the 2011 calendar year, of a transfer of the legal title of a share of stock acquired by the employee, under an employee stock purchase plan, pursuant to his or her exercise of an option described in section 423(c) of the Code (that is, an option for which the exercise price is either less than 100% of the stock’s value on the option grant date, or is not fixed or determinable on such date).
The report to the employee is provided on Form 3921 for a transfer described in (1) above, and on Form 3922 for a record described in (2) above. One Form 3921 or Form 3922, as applicable, is required for each separate transfer of stock or title. The due date for furnishing these Forms to employees is January 31, 2012. The corporation must file the Forms with the IRS at a later date (generally, unless extended, by April 2, 2012 if filed electronically (check rules to see when electronic filing is required or permitted), or by February 28, 2012 if filed on paper).