(a) Disclosures required(1) Directors, officers, and principal stockholders required to fileEvery person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security, shall file the statements required by this subsection with the Commission.
(2) Time of filingThe statements required by this subsection shall be filed—(A) at the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title;
(B) within 10 days after he or she becomes such beneficial owner, director, or officer, or within such shorter time as the Commission may establish by rule;
(C) if there has been a change in such ownership, or if such person shall have purchased or sold a security-based swap agreement involving such equity security, before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible.
(3) Contents of statementsA statement filed—(A) under subparagraph (A) or (B) of paragraph (2) shall contain a statement of the amount of all equity securities of such issuer of which the filing person is the beneficial owner; and
(B) under subparagraph (C) of such paragraph shall indicate ownership by the filing person at the date of filing, any such changes in such ownership, and such purchases and sales of the security-based swap agreements or security-based swaps as have occurred since the most recent such filing under such subparagraph.
(4) Electronic filing and availabilityBeginning not later than 1 year after July 30, 2002—(A) a statement filed under subparagraph (C) of paragraph (2) shall be filed electronically;
(B) the Commission shall provide each such statement on a publicly accessible Internet site not later than the end of the business day following that filing; and
(C) the issuer (if the issuer maintains a corporate website) shall provide that statement on that corporate website, not later than the end of the business day following that filing.
(b) Profits from purchase and sale of security within six monthsFor the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer (other than an exempted security) or a security-based swap agreement involving any such equity security within any period of less than six months, unless such security or security-based swap agreement was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security or security-based swap agreement purchased or of not repurchasing the security or security-based swap agreement sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security or security-based swap agreement or a security-based swap involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection.
(c) Conditions for sale of security by beneficial owner, director, or officerIt shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such issuer (other than an exempted security), if the person selling the security or his principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this subsection if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense.
(d) Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary marketThe provisions of subsection (b) of this section shall not apply to any purchase and sale, or sale and purchase, and the provisions of subsection (c) of this section shall not apply to any sale, of an equity security not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on a national securities exchange or an exchange exempted from registration under section 78e of this title) for such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.
(e) Application of section to foreign or domestic arbitrage transactionsThe provisions of this section shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commission may adopt in order to carry out the purposes of this section.
(f) Treatment of transactions in security futures productsThe provisions of this section shall apply to ownership of and transactions in security futures products.
(g) Limitation on Commission authorityThe authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title.
Structure US Code
CHAPTER 2B— SECURITIES EXCHANGES
§ 78b. Necessity for regulation
§ 78c. Definitions and application
§ 78c–2. Securities-related derivatives
§ 78c–3. Clearing for security-based swaps
§ 78c–4. Security-based swap execution facilities
§ 78c–5. Segregation of assets held as collateral in security-based swap transactions
§ 78d. Securities and Exchange Commission
§ 78d–1. Delegation of functions by Commission
§ 78d–2. Transfer of functions with respect to assignment of personnel to chairman
§ 78d–3. Appearance and practice before the Commission
§ 78d–4. Additional duties of Inspector General
§ 78d–6. Report and certification of internal supervisory controls
§ 78d–7. Triennial report on personnel management
§ 78d–8. Annual financial controls audit
§ 78d–9. Report on oversight of national securities associations
§ 78e. Transactions on unregistered exchanges
§ 78f. National securities exchanges
§ 78h. Restrictions on borrowing and lending by members, brokers, and dealers
§ 78i. Manipulation of security prices
§ 78j. Manipulative and deceptive devices
§ 78j–3. Compensation committees
§ 78j–4. Recovery of erroneously awarded compensation policy
§ 78k. Trading by members of exchanges, brokers, and dealers
§ 78k–1. National market system for securities; securities information processors
§ 78l. Registration requirements for securities
§ 78l–1. Applications for unlisted trading privileges deemed filed under
§ 78m. Periodical and other reports
§ 78m–1. Reporting and recordkeeping for certain security-based swaps
§ 78m–2. Reporting requirements regarding coal or other mine safety
§ 78n–1. Shareholder approval of executive compensation
§ 78o. Registration and regulation of brokers and dealers
§ 78o–1. Brokers deemed to be registered
§ 78o–2. Liabilities arising prior to amendment unaffected
§ 78o–3. Registered securities associations
§ 78o–4a. Commission Office of Municipal Securities
§ 78o–5. Government securities brokers and dealers
§ 78o–6. Securities analysts and research reports
§ 78o–7. Registration of nationally recognized statistical rating organizations
§ 78o–8. Universal ratings symbols
§ 78o–9. Study and rulemaking on assigned credit ratings
§ 78o–11. Credit risk retention
§ 78p. Directors, officers, and principal stockholders
§ 78q–1. National system for clearance and settlement of securities transactions
§ 78q–2. Automated quotation systems for penny stocks
§ 78r. Liability for misleading statements
§ 78s. Registration, responsibilities, and oversight of self-regulatory organizations
§ 78t. Liability of controlling persons and persons who aid and abet violations
§ 78t–1. Liability to contemporaneous traders for insider trading
§ 78u. Investigations and actions
§ 78u–1. Civil penalties for insider trading
§ 78u–2. Civil remedies in administrative proceedings
§ 78u–3. Cease-and-desist proceedings
§ 78u–4. Private securities litigation
§ 78u–5. Application of safe harbor for forward-looking statements
§ 78u–6. Securities whistleblower incentives and protection
§ 78u–7. Implementation and transition provisions for whistleblower protection
§ 78w. Rules, regulations, and orders; annual reports
§ 78x. Public availability of information
§ 78y. Court review of orders and rules
§ 78z. Unlawful representations
§ 78aa. Jurisdiction of offenses and suits
§ 78aa–1. Special provision relating to statute of limitations on private causes of action
§ 78bb. Effect on existing law
§ 78dd. Foreign securities exchanges
§ 78dd–1. Prohibited foreign trade practices by issuers
§ 78dd–2. Prohibited foreign trade practices by domestic concerns
§ 78dd–3. Prohibited foreign trade practices by persons other than issuers or domestic concerns
§ 78hh–1. Effective date of certain sections
§ 78kk. Authorization of appropriations
§ 78ll. Requirements for the EDGAR system
§ 78mm. General exemptive authority
§ 78nn. Tennessee Valley Authority
§ 78pp. Investor Advisory Committee