An Appendix 3Y is the form an ASX-listed company lodges when one of its directors buys, sells or otherwise changes their holding in the company’s securities. It is the Australian equivalent of the US SEC Form 4, and one of the few places you can see what the people running a company are doing with their own money.
The catch is that most Appendix 3Y notices are routine paperwork. This guide shows you how to read one field by field, how to tell a meaningful director buy from noise, and where to find new notices as they are released.
What is an Appendix 3Y?
An Appendix 3Y is officially called a Change of Director’s Interest Notice. ASX Listing Rule 3.19A.2 requires a listed company to lodge one whenever a director’s notifiable interest in the company’s securities changes.
It is one of three related forms:
| Form | When it is lodged |
|---|---|
| Appendix 3X | When a director is appointed (or the company lists), showing their starting holdings |
| Appendix 3Y | Every time a director’s holdings change |
| Appendix 3Z | When a director leaves the board, showing their final holdings |
Read together, these three forms give a complete record of a director’s holdings from the day they join the board to the day they leave.
When must an Appendix 3Y be lodged?
The company must lodge the Appendix 3Y with ASX within 5 business days of the change. For an on-market trade, the clock starts on the date the trade was executed, not the settlement date.
For other changes, the 5-day window runs from the date the securities were issued, such as shares from a pro rata offer, options or performance rights under an employee incentive plan, or shares received on exercising options.
Behind the listing rule sits section 205G of the Corporations Act, which puts a 14-day disclosure duty on the director personally. In practice, ASIC relief means a director who reasonably believes the company has lodged the Appendix 3Y on time does not need to file separately.
Listing Rule 3.19B also requires every company to have an agreement with each director to supply this information quickly, and to enforce it. When a notice is late, ASX can send the company a query letter asking why, and what arrangements it has in place to stop it happening again. These letters and the company’s response can be released to the market. A late Appendix 3Y is worth noting, as repeated lateness can point to weak governance.
What counts as a change in a director’s interest?
A director has to disclose any “relevant interest” in the company’s securities, a term defined in the Corporations Act. It covers far more than shares in their own name. It includes securities held through:
- A family trust or private company the director controls
- A self-managed super fund
- Joint holdings with a spouse
- Options, performance rights and share rights
It also covers contracts that give the director a right to receive or deliver the company’s shares. ASX’s practical advice to companies is to assume that any change in a director’s equity holdings needs an Appendix 3Y.
How to read an Appendix 3Y, field by field
Every Appendix 3Y follows the same template, which makes them quick to scan once you know where to look.
The header
The top of the form shows the company name, ABN, director’s name and date of last notice. That last field tells you when this director last changed their holdings. A director buying again a few weeks after their previous purchase again is more interesting than a one-off.
Part 1: Change of director’s relevant interests in securities
This is the part that matters most.
- Direct or indirect interest: Direct means the securities are in the director’s own name. Indirect means they are held through a trust, super fund, company or family member.
- Nature of indirect interest: Names the actual holder, for example “trustee for the Smith Family Trust”.
- Date of change: When the trade or issue happened.
- No. of securities held prior to change: The starting position.
- Class: Ordinary shares, options, performance rights and so on.
- Number acquired / Number disposed: The size of the change.
- Value/Consideration: What was paid or received. Divide this by the number of securities to estimate the price per share.
- No. of securities held after change: The new position.
- Nature of change: The most important field on the form. It tells you whether this was an on-market trade, an off-market transfer, an option exercise, a dividend reinvestment, a buy-back or an incentive issue.
Part 2: Change of director’s interests in contracts
This covers contracts such as unlisted options or agreements to buy or sell shares in future. For most notices, it simply reads “N/A”.
Part 3: Closed period
This asks whether the trade happened during a closed period, a blackout window (usually before results) when directors are barred from trading under the company’s trading policy. If the answer is “Yes”, the form must show whether the director received prior written clearance and on what date.
A “Yes” in Part 3 is unusual and always worth a closer look. Unless the trade type is excluded from the company’s trading policy, trading in a closed period generally needs prior written clearance in exceptional circumstances. Severe financial hardship is the most common example.
Two real examples: a signal and a routine notice
The fastest way to learn the form is to compare two real 2026 notices.
Example 1: A director buys on the market. In May 2026, Epiminder director Jeffrey Sells bought 45,475 ordinary shares through his family trust for $20,691.13, an average of about 45.5 cents a share. The Nature of change field reads “On market trade”, and his indirect holding rose from 72,525 to 118,000 shares, an increase of about 63%.
This is the kind of notice investors look for. The director chose to buy on the market through his family trust and substantially increased his stake.
Example 2: A routine incentive issue. In July 2026, Austal director Susan Murphy received 4,260 share rights. The Value/Consideration field shows $0, because the rights were issued in place of part of her director’s fees, as already disclosed in the company’s AGM notice.
This notice says almost nothing about her view of the company. It is a pre-agreed pay arrangement, not a buying decision.
Both forms carry the same heading. Only the Nature of change and Value/Consideration fields reveal how different they are.
What director trades actually signal
Director trades are not a reliable predictor of share price moves on their own. But some trades carry far more information than others.
Stronger signals:
- On-market purchases paid for with the director’s own money
- Large purchases relative to the director’s existing holding
- Several directors buying within a short period (cluster buying)
- Buying after bad news or a sharp share price fall
Usually noise:
- Shares, options or rights issued under incentive plans or in place of fees
- Dividend reinvestment plan allocations
- Option exercises, especially where shares are immediately sold to cover tax
- Off-market transfers between a director’s own entities, such as from personal name to super fund
Director selling is harder to read. Directors sell for tax bills, diversification or a house purchase. A sale becomes more meaningful when it is a large share of the director’s holding, or when several directors sell at once. For an example of how to read a sale in context, see our analysis of the Megaport CEO’s recent share sale.
Where to find Appendix 3Y notices
Every Appendix 3Y is released through the ASX company announcements platform, usually under the title “Change of Director’s Interest Notice”. You can find them by searching a company’s ticker on the ASX website and scanning its announcements list. Many companies also republish them on the investor page of their own website.
Insider Trade Research covers the most notable ASX director trades as they are released, focusing on the on-market buys and sells that matter rather than routine incentive issues.
Appendix 3Y vs SEC Form 4
If you follow US stocks, the Appendix 3Y will feel familiar. Here is how the two compare:
| ASX Appendix 3Y | SEC Form 4 | |
|---|---|---|
| Market | Australia (ASX) | United States (SEC) |
| Who it covers | Directors | Directors, officers and 10% owners |
| Deadline | 5 business days | 2 business days |
| How the trade is described | Plain-text “Nature of change” field | Letter transaction codes (P, S, A, M and others) |
| Closed period disclosure | Yes, in Part 3 | No |
For the US side, see our complete guide on how to read SEC Form 4 filings.
Key takeaways
- An Appendix 3Y must be lodged within 5 business days whenever an ASX director’s holdings change.
- The Nature of change and Value/Consideration fields tell you whether a notice is a real buying decision or routine paperwork.
- On-market buys with the director’s own money, especially large or clustered ones, carry the most information.
- A “Yes” in Part 3 (closed period) is unusual and worth investigating.
Disclaimer: This article is general information only and does not constitute financial advice. It does not take into account your objectives, financial situation or needs. Consider seeking independent professional advice before making any investment decision.
