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Final Rule

Ownership Reports and Trading by Officers, Directors and Principal Security Holders

Overview

The Securities and Exchange Commission ("Commission") is adopting amendments to its rules and forms regarding the filing of ownership reports by officers, directors, and principal security holders, and the exemption of certain transactions by those persons from the short-swing profit recovery provisions of Section 16 of the Securities Exchange Act of 1934 ("Exchange Act") and related provisions of the Investment Company Act of 1940 ("Investment Company Act") and the Public Utility Holding Company Act of 1935. The revised rules are intended to streamline the Section 16 regulatory scheme, particularly with respect to transactions between an issuer and its officers and directors; simplify the reporting system; broaden exemptions from short-swing profit recovery where consistent with the statutory purposes; and codify several staff interpretive positions. DATES: Effective date: August 15, 1996. The phase-in period for Rule 16b-3 is extended until November 1, 1996 pursuant to Release No. 34-37261. For a discussion of transition provisions, see Section VII.

Last Reviewed or Updated: Aug. 31, 2023