An “insider” is defined as any officer, director or 10% stockholder and/or anyone who tends to possess inside information because of his or her relationship with the Company and also because of his or her relationship with an officer, director or principal stockholder of the Company. That you hold barely 0.1% of the stock would not exclude you from the definition of an insider as you would be a director. Officers or directors or anyone else without any holdings would also be considered insiders. The application of rule 10b-5 is expansive, extending beyond officers, directors or stockholders and for good reason. For example, it covers any employee who has obtained MNPI (Material Non-Public Information).