Editorial Notes
Amendments

2025—Subsec. (a)(1). Pub. L. 119–60, § 8103(b)(1)(A), inserted “(including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation)” after “an officer of the issuer of such security”.

Subsec. (a)(2)(D). Pub. L. 119–60, § 8103(b)(1)(B), added subpar. (D).

Subsec. (a)(4)(A). Pub. L. 119–60, § 8103(b)(1)(C), inserted “and in English” after “electronically”.

Subsec. (a)(5). Pub. L. 119–60, § 8103(b)(1)(D), added par. (5).

2010—Subsec. (a)(1). Pub. L. 111–203, § 929R(b)(1), struck out “(and, if such security is registered on a national securities exchange, also with the exchange)” after “Commission”.

Subsec. (a)(2)(B). Pub. L. 111–203, § 929R(b)(2), inserted “, or within such shorter time as the Commission may establish by rule” after “officer”.

Subsec. (a)(2)(C). Pub. L. 111–203, § 762(d)(5)(A), struck out “(as defined in section 206(b) of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note))” after “security-based swap agreement”.

Subsec. (a)(3)(B). Pub. L. 111–203, § 762(d)(5)(B), which directed amendment of subpar. (B) by inserting “or security-based swaps” after “security-based swap agreement”, was executed by making the insertion after “security-based swap agreements”, to reflect the probable intent of Congress.

Subsec. (b). Pub. L. 111–203, § 762(d)(5)(D), which directed amendment of subsec. (b) by substituting “or a security-based swap” for “(as defined in section 206B of the Gramm-Leach Bliley Act)” in third sentence, was executed by making the substitution for “(as defined in section 206B of the Gramm-Leach-Bliley Act)” in third sentence, to reflect the probable intent of Congress.

Pub. L. 111–203, § 762(d)(5)(C), struck out “(as defined in section 206B of the Gramm-Leach-Bliley Act)” after “security-based swap agreement” in first sentence.

Subsec. (g). Pub. L. 111–203, § 762(d)(5)(E), struck out “(as defined in section 206B of the Gramm-Leach-Bliley Act)” after “security-based swap agreements”.

2002—Pub. L. 107–204 reenacted section catchline without change, added heading and text of subsec. (a), and struck out former subsec. (a) which read as follows: “Every person who is directly or indirectly the beneficial owner of more than 10 per centum 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, 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, or within ten days after he becomes such beneficial owner, director, or officer, a statement with the Commission (and, if such security is registered on a national securities exchange, also with the exchange) of the amount of all equity securities of such issuer of which he is the beneficial owner, and within ten days after the close of each calendar month thereafter, if there has been a change in such ownership or if such person shall have purchased or sold a security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act) involving such equity security during such month, shall file with the Commission (and if such security is registered on a national securities exchange, shall also file with the exchange), a statement indicating his ownership at the close of the calendar month and such changes in his ownership and such purchases and sales of such security-based swap agreements as have occurred during such calendar month.”

2000—Subsecs. (a), (b). Pub. L. 106–554, § 1(a)(5) [title III, § 303(g)], amended subsecs. (a) and (b) generally, revising provisions to extend application to security-based swap agreements.

Subsec. (f). Pub. L. 106–554, § 1(a)(5) [title II, § 208(b)(3)], added subsec. (f).

Subsec. (g). Pub. L. 106–554, § 1(a)(5) [title III, § 303(h)], added subsec. (g).

1964—Subsec. (a). Pub. L. 88–467, § 8(a), substituted “registered pursuant to section 78l of this title” for “registered on a national securities exchange”, “Commission (and, if such security is registered on a national securities exchange, also with the exchange)” for “exchange (and a duplicate original thereof with the Commission)”, “a change” for “any change”, and “Commission (and if such security is registered on a national securities exchange, shall also file with the exchange) a statement” for “exchange a statement (and a duplicate original thereof with the Commission)”, and inserted “on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title” after “registration of such security”.

Subsecs. (d), (e). Pub. L. 88–467, § 8(b), added subsec. (d) and redesignated former subsec. (d) as (e).

Statutory Notes and Related Subsidiaries
Effective Date of 2025 Amendment

Pub. L. 119–60, div. H, title LXXXI, § 8103(b)(2), Dec. 18, 2025, 139 Stat. 1839, provided that: “The amendments made by paragraph (1) [amending this section] shall take effect on the date that is 90 days after the date of enactment of this Act [Dec. 18, 2025].”

Effective Date of 2010 Amendment

Amendment by section 929R(b) of Pub. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking.

Amendment by section 762(d)(5) of Pub. L. 111–203 effective on the later of 360 days after July 21, 2010, or, to the extent a provision of subtitle B (§§ 761–774) of title VII of Pub. L. 111–203 requires a rulemaking, not less than 60 days after publication of the final rule or regulation implementing such provision of subtitle B, see section 774 of Pub. L. 111–203, set out as a note under section 77b of this title.

Effective Date of 2002 Amendment

Pub. L. 107–204, title IV, § 403(b), July 30, 2002, 116 Stat. 789, provided that: “The amendment made by this section [amending this section] shall be effective 30 days after the date of the enactment of this Act [July 30, 2002].”

Effective Date of 1964 Amendment

Amendment by Pub. L. 88–467 effective Aug. 20, 1964, see section 13 of Pub. L. 88–467, set out as a note under section 78c of this title.

Effect on Regulation; Issuance or Amendment of Regulations

Pub. L. 119–60, div. H, title LXXXI, § 8103(c), (d), Dec. 18, 2025, 139 Stat. 1839, provided that:

“(c)
Effect on Regulation.—
If any provision of section 240.3a12–3(b) of title 17, Code of Federal Regulations, or any successor regulation, is inconsistent with the amendments made by subsection (b) [amending this section], that provision of such section 240.3a12–3(b) (or such successor) shall have no force or effect beginning on the effective date described in subsection (b)(2) [see Effective Date of 2025 Amendment note above].
“(d)
Issuance or Amendment of Regulations.—
“(1)
In general.—
Not later than 90 days after the date of enactment of this Act [Dec. 18, 2025], the Securities and Exchange Commission shall issue final regulations (or amend or rescind, in whole or in part, existing regulations of the Commission) to carry out the amendments made by subsection (b).
“(2)
Additional rulemaking.—
The Securities and Exchange Commission may issue such additional regulations (or amend or rescind, in whole or in part, existing regulations of the Commission) as necessary to implement the intent of this section.”

Executive Documents
Transfer of Functions

For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. May 24, 1950, 15 F.R. 3175, 64 Stat. 1265, set out under section 78d of this title.