I 

114TH CONGRESS 

1ST SESSION H. R. 3921 

To amend the Securities Exchange Act of 1934 to require certain reporting 

by hedge funds that are the beneficial owner of more than 1 percent 

of a class of security, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

NOVEMBER 4, 2015 

Ms. VELA ́ZQUEZ introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

certain reporting by hedge funds that are the beneficial 

owner of more than 1 percent of a class of security, 

and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Hedge Fund Sunshine 

5 Act of 2015’’. 

6 SEC. 2. HEDGE FUND OWNERSHIP DISCLOSURES. 

7 Section 13 of the Securities Exchange Act of 1934 

8 (15 U.S.C. 78m) is amended— 


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1 (1) in subsection (d), by adding at the end the 

2 following: 

3 ‘‘(7) TREATMENT OF HEDGE FUNDS.— 

4 ‘‘(A) IN GENERAL.—With respect to a hedge 

5 fund, the requirements under paragraph (1) shall be 

6 applied— 

7 ‘‘(i) with ‘1 per centum’ substituted for ‘5 

8 per centum’; and 

9 ‘‘(ii) with ‘five days’ substituted for ‘ten 

10 days’. 

11 ‘‘(B) INCLUSION OF DERIVATIVES.—In deter12 mining beneficial ownership under paragraph (1), a 

13 hedge fund shall include any equity security with re14 spect to which the hedge fund owns any derivative 

15 instrument which includes the opportunity, directly 

16 or indirectly, to profit or share in any profit derived 

17 from any increase in the value of such equity secu18 rity. 

19 ‘‘(C) DEFINITIONS.—For purposes of this para20 graph: 

21 ‘‘(i) DERIVATIVE.—The term ‘derivative’ 

22 means any instrument or right with an exercise 

23 or conversion privilege or a settlement payment 

24 or mechanism at a price related to an equity se25 curity or with a value derived in whole or in 


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1 part from the value of the equity security, 

2 whether or not such instrument or right is sub3 ject to settlement in the underlying security or 

4 otherwise. 

5 ‘‘(ii) HEDGE FUND.—The term ‘hedge 

6 fund’ means— 

7 ‘‘(I) an issuer that would be an invest8 ment company, as defined in the Invest9 ment Company Act of 1940, but for sec10 tion 3(c)(1) or 3(c)(7) of that Act; and 

11 ‘‘(II) any similar fund that the Com12 mission may, by rule, determine appro13 priate.’’; and 

14 (2) by adding at the end the following: 

15 ‘‘(s) HEDGE FUND OWNERSHIP DISCLOSURES.— 

16 ‘‘(1) IN GENERAL.—A hedge fund that has 

17 $100,000,000 or more in assets under management 

18 and that is, directly or indirectly, the beneficial 

19 owner of more than 1 percent of a class of any secu20 rity shall file a quarterly report with the Commission 

21 disclosing such ownership interest. 

22 ‘‘(2) INCLUSION OF DERIVATIVES.—In deter23 mining beneficial ownership under paragraph (1), a 

24 hedge fund shall include any equity security with re25 spect to which the hedge fund has an ownership inVerDate Sep 11 2014 04:36 Nov 06, 2015 Jkt 059200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H3921.IH H3921

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1 terest in any derivative instrument which includes 

2 the opportunity, directly or indirectly, to profit or 

3 share in any profit derived from any increase in the 

4 value of such equity security. 

5 ‘‘(3) FILING DEADLINE.—A hedge fund re6 quired to file a quarterly report under this sub7 section shall file such report not later than 3 days 

8 after the end of such quarter. 

9 ‘‘(4) PUBLIC AVAILABILITY OF INFORMATION.— 

10 The Commission shall make all reports received 

11 under this subsection publicly available on the Com12 mission’s website. 

13 ‘‘(5) DEFINITIONS.—For purposes of this sub14 section: 

15 ‘‘(A) DERIVATIVE.—The term ‘derivative’ 

16 means any instrument or right with an exercise 

17 or conversion privilege or a settlement payment 

18 or mechanism at a price related to an equity se19 curity or with a value derived in whole or in 

20 part from the value of the equity security, 

21 whether or not such instrument or right is sub22 ject to settlement in the underlying security or 

23 otherwise. 

24 ‘‘(B) HEDGE FUND.—The term ‘hedge 

25 fund’ means— 


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1 ‘‘(i) an issuer that would be an invest2 ment company, as defined in the Invest3 ment Company Act of 1940, but for sec4 tion 3(c)(1) or 3(c)(7) of that Act; and 

5 ‘‘(ii) any similar fund that the Com6 mission may, by rule, determine appro7 priate.’’. 

Æ 


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