1. SVB Analytics - CapMx ® FORM 3921 – COPY A – ELECTRONIC FILING Tax Year 2011

2. Information Covered Form 3921 – General Info Copy A – Electronic Filing How to Generate in CapMx URLs, Phone Numbers, and Where to Find Stuff…

3. Form 3921 – General Info

4. 4 Form 3921 – Where Do I Find It? Information on Form 3921 can be found at: http://www.irs.gov/pub/irs-pdf/f3921.pdf Attention: This form is provided for informational purposes only. Copy A appears in red, similar to the official IRS form. Do not file copy A downloaded from this website with the SSA. The official printed version of this IRS form is scannable, but the online version of it, printed from this website, is not. A penalty may be imposed for filing forms that can’t be scanned. See the penalties section in the current General Instructions for Forms W-2 and W-3 for more information. To order official IRS forms, call 1-800-TAX-FORM (1-800-829-3676) or Order Information Returns and Employer Returns Online, and we’ll mail you the scannable forms and other products. You may file Forms W-2 and W-3 electronically on the SSA’s website at Employer Reporting Instructions & Information. You can create fill-in versions of Forms W-2 and W-3 for filing with SSA. You may also print out copies for filing with state or local governments, distribution to your employees, and for your records. See IRS Publications 1141, 1167, 1179 and other IRS resources for information about printing these tax forms.

5. 5 Form 3921 – Copy A – a Few Filing Reminders Filed with the IRS Hard-copy (paper) filing o Permitted if < 250 forms/transactions o IRS encourages (prefers) electronic filing even if < 250 Electronic filing (e-filing) o Required if => 250 forms/transactions o Do not aggregate with any other information return (see next slide)

6. Copy A Electronic Filing

7. 7 Form 3921 – Copy A – Electronic Filing IRS Publication “2011 General Instructions for Certain Information Returns (Forms 1097, 1098, 1099, 3921, 3922, 5498 and W-2G)” explains when electronic filing is required. Get the publication noted above at: http://www.irs.gov/pub/irs- pdf/i1099gi.pdf The publication covers general info regarding the listed information returns, and contains limited info on electronic filing.

8. 8 Form 3921 – Copy A – Electronic Filing IRS Publication 3609, “Filing Information Returns Electronically”, is a good overview of using electronic filing. Find the publication at: http://www.irs.gov/pub/irs-pdf/p3609.pdf

9. 9 Form 3921 – Copy A – Electronic Filing Electronic filing due date: APRIL 2, 2012 Not sure you will be ready to file by that date? What do you do? File for an automatic 30-day extension by completing Form 8809, Application for Extension of Time to File Information Returns. The form may be submitted on paper, or through the FIRE system either as a fill-in form or an electronic file. o If using the FIRE system to file Form 8809, you do not need a TCC. o If using the FIRE system to file Form 3921, you do need a TCC. No signature or explanation is required for the extension. However, if you will electronically file Form 3921, you must file Form 8809 by the April 2, 2012 due date of the Form 3921 in order to get the 30-day extension.

10. 10 CapMx can Generate the Electronic File for Form 3921 With CapMx, electronic filing is straight forward. CapMx will generate the properly formatted (per the IRS specifications) data file to be filed with the IRS through the IRS FIRE system. The only way you can file electronically with the IRS is through their FIRE system. To file electronically through the IRS FIRE system, you will need: o An account on the FIRE system; and o A “TCC” (Transmitter Control Code)

11. 11 What You Need to Do NOW Electronic filing o Download and read the “2011 General Instructions for Certain Information Returns (Forms 1097, 1098, 1099, 3921, 3922, 5498 and W-2G)” o Setup a FIRE system account (see the next slide) o Apply for a TCC – it takes 2 – 4 weeks to get it so you should apply now Apply by completing and faxing Form 4419, Application for Filing Information Returns Electronically Get the form here: http://www.irs.gov/pub/irs-pdf/f4419.pdf

12. 12 What You Need to Do NOW Form 4419 - Application for TCC for use on the FIRE site o New users are required to submit Form 4419, Application for Filing Information Returns Electronically, to request authorization to file Information Returns with the IRS. Mail your completed Form 4419 to: Internal Revenue Service Enterprise Computing Center – Martinsburg Information Reporting ProgramForm 4419 230 Murall Drive Kearneysville, WV 25430 Or fax your completed Form 4419 to: 877-477-0572 (toll-free) Upon approval, a five-character alpha/numeric Transmitter Control Code (TCC) will be assigned and mailed to you. Form 4419 should be submitted to IRS at least 30 days before the due date of the return.

13. 13 What You Need to Do NOW Familiarize yourself with the IRS FIRE system and setup and account o FIRE = Filing Information Returns Electronically o Website: fire.irs.gov

14. 14 What You Need to Do NOW Create your FIRE System Account

15. Form 3921 – Copy A – Electronic File How to Generate in CapMx

16. 16 Steps to Generate the Electronic File for Form 3921 cont’d At the Reports Main Menu, select “Form 3921” under the Option & Stock Purchase Right category.

17. 17 Steps to Generate the Electronic File for Form 3921 cont’d At the report generation screen, CapMx will automatically default to the 2011 tax year, i.e., the calendar year in which the ISOs were exercised. The year cannot be earlier than 2010 because Form 3921 is required only for ISO exercises after 12/31/09. For ISO exercises before 01/01/10, run the “ISO Year-End Statement”.

18. 18 Steps to Generate the Electronic File for Form 3921 cont’d At the report generation screen, complete the information on the bottom grid for “Electronic File Generation – Copy A”. Click “Generate”. A warning message appears regarding having the correct FMVs (Fair Market Values) in place. Click “OK” to continue or “Cancel” to exit to make adjustments as needed to the FMV Table. After clicking “OK”, the file is generated via a File Download window. Click “Save” and save it to your computer in a “.txt” format on the “Save As” window. You can change the file name but do not change the “.txt” extension NOTE: The file is generated in an ASCII format in strict accordance with IRS requirements for electronic files. If you “Open” the file the layout will be unfamiliar to you and any change to the file will make it unacceptable to the IRS. Accordingly, simply “Save” the file.

19. 19 Steps to Generate the Hard Copy of Form 3921 cont’d

20. 20 Steps to Generate the Electronic File for Form 3921 cont’d

21. 21 Steps to Generate the Electronic File for Copy A of Form 3921 - “Corrected” Forms At the generation screen, CapMx has a “Corrected” check box. Checking that box will cause all of the selected exercises to have the “Corrected” status on the electronic file. When generating “Corrected” electronic file, be sure to select only those exercises that are actually being corrected.

22. 22 After Generating the Electronic File… Go to the fire.irs.gov site and upload the file. The screens at the FIRE site are self-explanatory; you should not have any trouble uploading your file. It will take a couple of days for the IRS to send an email regarding whether or not the file went through. If the file fails, the email will tell you what the problem is.

23. URLs, Phone Numbers, and Where to Find Stuff…

24. 24 URLs, Phone Numbers and Where to Find Stuff… 1.Information on Form 3921 can be found at: http://www.irs.gov/pub/irs-pdf/f3921.pdf 2.Download Form 8809 here: http://www.irs.gov/pub/irs-pdf/f8809.pdf 3.IRS Publication “2010 General Instructions for Forms, 1099, 1098, 3921, 3922, 5498 and W-2G” is here: http://www.irs.gov/pub/irs-pdf/i1099gi.pdf 4.IRS Publication 3609, “Filing Information Returns Electronically”, is here: http://www.irs.gov/pub/irs-pdf/p3609.pdf

25. 25 URLs, Phone Numbers and Where to Find Stuff… 5.Application for TCC – Form 4419 can be found at: http://www.irs.gov/pub/irs-pdf/f4419.pdf 6.Create your FIRE System Account here: fire.irs.gov 7.IRS Forms Order Desk: 1-800-829-3676 8.IRS Information Help Line: 1-866-455-7438

26. Really?!?!? What If I Don’t Want to Deal with This – Can’t I Get Someone Else to Do It For Me?

27. 27 Hire Somebody! The IRS FIRE website has a list of approved vendors for handling electronic filing. The NASPP is a good resource for finding a consultant. FRS Equity Strategies – knows CapMx and has worked with CapMx clients for many years. Marianne Brannock-Hill marianne@equity-strategies.com 1-408-727-0227 NOTE: Contracting with FRS is strictly between your company and FRS. SVB Analytics – CapMx has no financial interest in any such relationship. Standard best business practices require that you exercise due diligence before contracting with any consultant.

28. 28 Questions? Contact your CapMx Account Representative directly. Call the CapMx Support Line: 415-764-4783 email the CapMx Support Team: capmxsupport@svb.com

29. 29 Disclosures This material is provided for informational purposes only. The material is based in part upon information from third-party sources that we believe to be reliable, but which has not been independently verified by us and, as such, we do not represent that the information is accurate or complete. The information should not be viewed as tax, investment, legal or other advice nor is it to be relied on in making any decision. You should obtain relevant and specific professional advice before making any decision. Nothing relating to the material should be construed as a solicitation or offer, or recommendation, to engage in any other transaction. Products and services offered by SVB Analytics are not insured by the FDIC or any other Federal Government Agency and are not guaranteed by Silicon Valley Bank or its affiliates. Silicon Valley Bank is a member of the FDIC and the Federal Reserve and it is the California bank subsidiary of SVB Financial Group, which is also a member of the Federal Reserve.