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Sarbanes Oxley Act

SEC. 403. DISCLOSURES OF TRANSACTIONS INVOLVING MANAGEMENT

AND PRINCIPAL STOCKHOLDERS.

(a) AMENDMENT.—Section 16 of the Securities Exchange Act

of 1934 (15 U.S.C. 78p) 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 securitybased

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.’’.

 

(b) EFFECTIVE DATE.—The amendment made by this section

shall be effective 30 days after the date of the enactment of this

Act.