Rule 16b-3 defines a discretionary transaction as one made at the participant’s own choice in an employee benefit plan, such as a 401(k) or deferred compensation plan, that moves money into or out of a company-stock fund or takes a cash distribution funded by selling company stock. Transfers made because of death, disability, retirement or leaving the company do not count.
Such transactions are exempt from Section 16(b) when made under an election at least six months after the participant’s last election in the opposite direction. General Instruction 4(a) still requires them on Form 4. The rows often show shares held indirectly, with the plan named as the nature of ownership.