Final Rule

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

Overview

We are adopting amendments to two rules that exempt certain transactions from the private right of action to recover short-swing profit provided by Section 16(b) of the Securities Exchange Act of 1934. The amendments are intended to clarify the exemptive scope of these rules, consistent with statements in previous Commission releases. We also are amending Item 405 of Regulations S-K and S-B to harmonize this item with the two-business day Form 4 due date and mandated electronic filing and Web site posting of Section 16 reports.

Prior Actions

Last Reviewed or Updated: April 7, 2023

Resources

Final Rule: SEC Issued Version (pdf 680.55 KB)
Final Rule: Federal Register Version
S7-27-04 Federal Register PDF
Comment Summary
Proposed Rule Release No. 34-49895
Comments

Details

File Number
S7-27-04
Rule Type
Final
Release Number
33-8600
34-52202
35-28013
IC-27025
SEC Issue Date
Effective Date

August 9, 2005, except §§228.405(a), (a)(2) and (b) and 229.405(a), (a)(2) and (b) are effective September 8, 2005. §240.16b-3(d) and (e) are effective August 9, 2005, but because they clarify regulatory conditions that applied to these exemptions since they became effective on August 15, 1996, they are available to any transaction on or after August 15, 1996 that satisfies the regulatory conditions so clarified. §240.16b-7 is effective August 9, 2005, but because it clarifies regulatory conditions that applied to that exemption since it was amended effective May 1, 1991, it is available to any transaction on or after May 1, 1991 that satisfies the regulatory conditions so clarified.

Federal Register Publish Date
Document Citation

70 FR 46080

RIN
3235-AJ27