TITLE IV - ENHANCED FINANCIAL DISCLOSURES
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 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 busi- ness 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.
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