Securities Lawyer's Deskbook
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The

Sarbanes-Oxley Act of 2002





Section 403 -- Disclosures of Transactions Involving Management and Principal Stockholders


  1. Amendment. Section 16 of the Securities Exchange Act of 1934 is amended by striking the heading of such section and subsection (a) and inserting the following:


    "Sec. 16. DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS.
    "(a) Disclosures Required.--
      "(1) Directors, officers, and principal stockholders required to file.-- 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 (and, if such security is registered on a national securities exchange, also with the exchange).
      "(2) Time of filing.-- The statements required by this subsection 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;
        "(C) 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 206(b) of the Gramm-Leach-Bliley Act (15 U.S.C. 78c note)) 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) Contents of statements.-- 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 as have occurred since the most recent such filing under such subparagraph.
      "(4) Electronic filing and availability.-- 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.".




  2. Effective Date. The amendment made by this section shall be effective 30 days after the date of the enactment of this Act.


Legislative History


July 30, 2002, 107 P.L. 204, Title IV, § 403, 116 Stat. 745.

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