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Hướng dẫn cho Mẫu 3921 và 3922

Hướng dẫn cho Mẫu 3921 và 3922 (Rev. Tháng 10 năm 2017)

Hướng dẫn về Mẫu 3921 và 3922, Thực hiện Quyền chọn Cổ phiếu Ưu đãi theo Mục 422 (b) và Chuyển nhượng cổ phiếu mua lại thông qua Kế hoạch mua cổ phiếu của nhân viên theo Mục 423 (c)

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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  
otherwise noted.  
A related corporation of the corporation,  
Any agent of the corporation,  
Any party distributing shares of stock or other payments in  
connection with the plan (for example, a brokerage firm), and  
Any party in control of the payment of remuneration for  
employment to the employee.  
Future Developments  
For the latest information about developments related to  
Forms 3921 and 3922 and their instructions, such as  
legislation enacted after they were published, go to IRS.gov/  
Statements to Transferees  
If you are required to file Form 3921, you must furnish a  
statement to the person whose name is set forth on Form  
3921. For more information, see part M in the current version  
of the General Instructions for Certain Information Returns.  
What’s New  
On-line pdf fillable Copies B, C, and D of Form 3921. To  
ease statement furnishing requirements, Copies B, C, and D  
of Form 3921 have been made fillable on-line in a pdf format,  
available at IRS.gov/Form3921.  
Truncating recipient’s TIN on payee statements.  
Pursuant to Treasury Regulations section 301.6109-4, all  
filers of this form may truncate a recipient’s TIN (social  
security number (SSN), individual taxpayer identification  
number (ITIN), adoption taxpayer identification number  
(ATIN), or employer identification number (EIN) on payee  
statements. Truncation is not allowed on any documents the  
filer files with the IRS. A payer’s TIN may not be truncated on  
any form. See part J in the current version of the General  
Instructions for Certain Information Returns.  
Reminder  
In addition to these specific instructions, you should also use  
the current version of the General Instructions for Certain  
Information Returns. Those general instructions include  
information about the following topics.  
Who must file (nominee/middleman).  
When and where to file.  
Electronic reporting requirements.  
Corrected and void returns.  
Employee's Name, Address, and TIN  
Enter the name, address, and TIN of the person to whom the  
share or shares were transferred pursuant to the exercise of  
the option.  
Statements to recipients.  
Taxpayer identification numbers (TINs).  
Backup withholding.  
Penalties.  
Other general topics.  
Account Number  
The account number is required if you have multiple  
accounts for a person for whom you are filing more than one  
Form 3921. Additionally, the IRS encourages you to  
designate an account number for all Forms 3921 that you file.  
See part L in the current version of the General Instructions  
for Certain Information Returns.  
You can get the General Instructions for Certain  
Information Returns at IRS.gov/Form1099 or go to IRS.gov/  
Specific Instructions for Form 3921  
Box 1. Date Option Granted  
Who Must File  
Enter the date the option was granted.  
Every corporation which in any calendar year transfers to any  
person a share of stock pursuant to that person's exercise of  
an incentive stock option described in section 422(b) must,  
for that calendar year, file Form 3921 for each transfer made  
during that year.  
Box 2. Date Option Exercised  
Enter the date the option was exercised.  
Box 3. Exercise Price Per Share  
Enter the exercise price per share of stock.  
Exception. A Form 3921 is not required for the exercise of  
an incentive stock option by an employee who is a  
nonresident alien (as defined in section 7701(b)) and to  
whom the corporation is not required to provide a Form W-2,  
Wage and Tax Statement, for any calendar year within the  
time period beginning with the first day of the calendar year in  
which the option was granted to the employee and ending on  
the last day of the calendar year in which the employee  
exercised the option. For this purpose, the term “corporation”  
is defined in section 7701(a) and includes, but is not limited  
to:  
Box 4. Fair Market Value Per Share on Exercise  
Date  
Enter the fair market value (FMV) per share of stock on the  
date the option was exercised.  
Box 5. Number of Shares Transferred  
Enter the number of shares of stock transferred pursuant to  
the exercise of the option.  
The corporation issuing the stock,  
Oct 03, 2017  
Cat. No. 23069T  
Box 6. If Other Than TRANSFEROR, Name,  
Address, and TIN of Corporation Whose Stock  
Is Being Transferred  
Enter the name, address, and TIN of the corporation whose  
stock is being transferred pursuant to the exercise of the  
option. Enter this information only if the corporation is not the  
entity shown in the TRANSFEROR boxes in the upper left  
corner of Form 3921.  
Statements to Transferors  
If you are required to file Form 3922, you must furnish a  
statement to the transferor. For more information, see part M  
in the current version of the General Instructions for Certain  
Information Returns.  
Truncating recipient’s TIN on payee statements.  
Pursuant to Treasury Regulations section 301.6109-4, all  
filers of this form may truncate a recipient’s TIN (social  
security number (SSN), individual taxpayer identification  
number (ITIN), adoption taxpayer identification number  
(ATIN), or employer identification number (EIN) on payee  
statements. Truncation is not allowed on any documents the  
filer files with the IRS. A payer’s TIN may not be truncated on  
any form. See part J in the current version of the General  
Instructions for Certain Information Returns.  
Specific Instructions for Form 3922  
Who Must File  
Every corporation, which in any calendar year records, or has  
by its agent recorded, a transfer of the legal title of a share of  
stock acquired by the transferor (person who acquires the  
shares pursuant to the exercise of the option) pursuant to the  
transferor's exercise of an option granted under an employee  
stock purchase plan and described in section 423(c) (where  
the exercise price is less than 100% of the value of the stock  
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  
each transfer made during that year.  
Employee's Name, Address, and TIN  
Enter the name, address, and TIN of the transferor.  
Account Number  
The account number is required if you have multiple  
accounts for a transferor for whom you are filing more than  
one Form 3922. Additionally, the IRS encourages you to  
designate an account number for all Forms 3922 that you file.  
See part L in the current version of the General Instructions  
for Certain Information Returns.  
A return is required by reason of a transfer described in  
section 6039(a)(2) only for the first transfer of legal title of the  
shares by the transferor, including the first transfer of legal  
title to a recognized broker or financial institution. If a  
contractual agreement exists or is entered into with a  
recognized broker or financial institution pursuant to which  
shares acquired upon exercise of the option will be  
Box 1. Date Option Granted  
Enter the date the option was granted.  
immediately deposited into a brokerage account established  
on behalf of the transferor, then the deposit of shares by the  
transferor into the brokerage account following the exercise  
of the option is the first transfer of legal title of the shares  
acquired by the transferor, and the corporation is only  
required to file a return relating to that transfer of legal title.  
Box 2. Date Option Exercised  
Enter the date the option was exercised.  
Box 3. Fair Market Value Per Share on Grant  
Date  
Enter the fair market value (FMV) per share of stock on the  
date the option was granted.  
Shares of stock transferred as a result of the exercise of  
an option described above must be identified in a manner  
sufficient to enable the accurate reporting of the transfer of  
legal title to such shares. This identification can be made by  
assigning to the share certificates of stock issued pursuant to  
such options a special serial number or color.  
Box 4. Fair Market Value Per Share on Exercise  
Date  
Enter the FMV per share of stock on the date the option to  
purchase the stock was exercised.  
The corporation whose stock is being transferred must file  
Form 3922.  
Box 5. Exercise Price Paid Per Share  
Enter the price paid per share on the date the option was  
exercised.  
Exception. A Form 3922 is not required for the first transfer  
of legal title of a share of stock by an employee who is a  
nonresident alien (as defined in section 7701(b)) and to  
whom the corporation is not required to provide a Form W-2,  
Wage and Tax Statement, for any calendar year within the  
time period beginning with the first day of the calendar year in  
which the option was granted to the employee and ending on  
the last day of the calendar year in which the employee first  
transferred legal title to shares acquired under the option. For  
this purpose, the term “corporation” is defined in section  
7701(a) and includes, but is not limited to:  
Box 6. Number of Shares Transferred  
Enter the number of shares to which legal title was  
transferred.  
Box 7. Date Legal Title Transferred  
Enter the date legal title of the shares was first transferred.  
Box 8. Exercise Price Per Share Determined as  
if the Option Was Exercised on the Date Shown  
in Box 1  
If the exercise price per share was not fixed or determinable  
on the date of grant entered in box 1, enter the exercise price  
per share determined as if the option was exercised on the  
date of grant entered in box 1. If the exercise price per share  
is fixed or determinable on the date of grant entered in box 1,  
then leave box 8 blank.  
The corporation issuing the stock,  
A related corporation of the corporation,  
Any agent of the corporation,  
Any party distributing shares of stock or other payments in  
connection with the plan (for example, a brokerage firm), and  
Any party in control of the payment of remuneration for  
employment to the employee.  
-2-  
Instrs for Forms 3921 and 3922 (Rev. Oct. 2017)