U.S Code last checked for updates: Jul 21, 2024
§ 78p.
Directors, officers, and principal stockholders
Disclosures required
Directors, officers, and principal stockholders required to file
Time of filing
The statements required by this subsection shall be filed—
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;
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;
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.
Contents of statements
A statement filed—
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
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.
Electronic filing and availability
Beginning not later than 1 year after July 30, 2002
a statement filed under subparagraph (C) of paragraph (2) shall be filed electronically;
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
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.
Profits from purchase and sale of security within six months
Conditions for sale of security by beneficial owner, director, or officer
Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary market
Application of section to foreign or domestic arbitrage transactions
Treatment of transactions in security futures products
Limitation on Commission authority
(June 6, 1934, ch. 404, title I, § 16, 48 Stat. 896; Pub. L. 88–467, § 8, Aug. 20, 1964, 78 Stat. 579; Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(3), title III, § 303(g), (h)], Dec. 21, 2000, 114 Stat. 2763, 2763A–435, 2763A–455, 2763A–456; Pub. L. 107–204, title IV, § 403(a), July 30, 2002, 116 Stat. 788; Pub. L. 111–203, title VII, § 762(d)(5), title IX, § 929R(b), July 21, 2010, 124 Stat. 1761, 1867.)
cite as: 15 USC 78p