(a) Disclosures required.
(1) Every 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 12, 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) The statements required by this sub-section 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 12(g);
(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) A 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) Beginning
not later than 1 year after the date of enactment of the Sarbanes-Oxley
Act of 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.
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(b) Profits from purchase and sale of security
within six months. For 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.
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(c) Conditions for sale of security
by beneficial owner, director, or officer. It 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.
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(d) Securities held in
investment account transactions in ordinary course of business, and
establishment of primary or secondary market. The 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 5 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.
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(e) Application of section
to foreign or domestic arbitrage transactions. The 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 products. The provisions of this section
shall apply to ownership of and transactions in security futures products.
(g) The authority of the Commission under this section
with respect to security-based swap agreements shall be subject to
the restrictions and limitations of section 3A(b) of this title.
[15 USC 78p. As amended
by acts of Aug. 20, 1964 (78 Stat. 579); Dec. 21, 2000 (114 Stat.
2763A-435, 455, 456); July 30, 2002 (116 Stat. 788); and July 21,
2010 (124 Stat. 1761).]
