II 

117TH CONGRESS 

1ST SESSION S. 2360 

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

and Exchange Commission to issue rules that prohibit officers and directors of certain companies from trading securities in anticipation of a 

current report, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

JULY 15, 2021 

Mr. VAN HOLLEN introduced the following bill; which was read twice and 

referred to the Committee on Banking, Housing, and Urban Affairs 

A BILL 

To amend the Securities Exchange Act of 1934 to require 

the Securities and Exchange Commission to issue rules 

that prohibit officers and directors of certain companies 

from trading securities in anticipation of a current report, 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 ‘‘8–K Trading Gap Act 

5 of 2021’’. 


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1 SEC. 2. PROHIBITION ON CERTAIN TRADING IN ANTICIPA2 TION OF A CURRENT REPORT. 

3 The Securities Exchange Act of 1934 (15 U.S.C. 78a 

4 et seq.) is amended by inserting after section 10D (15 

5 U.S.C. 78j–4) the following: 

6 ‘‘SEC. 10E. PROHIBITION ON CERTAIN TRADING IN ANTICI7 PATION OF A CURRENT REPORT. 

8 ‘‘(a) PROHIBITION.—Not later than 1 year after the 

9 date of enactment of this section, the Commission shall 

10 issue rules that require each issuer that is subject to re11 porting requirements under section 13(a) or 15(d) to es12 tablish and maintain policies, controls, and procedures 

13 that are reasonably designed to prohibit executive officers 

14 and directors of the issuer from purchasing, selling, or 

15 otherwise transferring any equity security of the issuer, 

16 directly or indirectly— 

17 ‘‘(1) with respect to an event described in any 

18 of sections 1 through 6 of Form 8–K, during the pe19 riod beginning on the date on which the event occurs 

20 and ending on the date on which the issuer files or 

21 furnishes a current report on Form 8–K with re22 spect to the event; and 

23 ‘‘(2) with respect to an event described in sec24 tion 7 or 8 of Form 8–K, during the period begin25 ning on the date on which the issuer determines that 

26 the issuer will disclose the event and ending on the 


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1 date on which the issuer files or furnishes a current 

2 report on Form 8–K with respect to the event. 

3 ‘‘(b) PERMISSIBLE TRANSACTIONS.—In issuing rules 

4 under subsection (a), the Commission— 

5 ‘‘(1) may exempt from those rules certain 

6 transactions as the Commission determines to be ap7 propriate, including those transactions that— 

8 ‘‘(A) occur automatically; 

9 ‘‘(B) are made pursuant to an advance 

10 election; or 

11 ‘‘(C) except as provided in paragraph (2), 

12 involve a purchase or sale of equity securities 

13 that satisfies the conditions under section 

14 240.10b5–1(c) of title 17, Code of Federal Reg15 ulations; 

16 ‘‘(2) may not exempt from those rules a trans17 action made by an executive officer or director of an 

18 issuer under a plan that— 

19 ‘‘(A) is described in section 240.10b5– 

20 1(c)(1)(i)(A)(3) of title 17, Code of Federal 

21 Regulations; and 

22 ‘‘(B) was adopted— 

23 ‘‘(i) with respect to an event described 

24 in sections 1 through 6 of Form 8–K, dur25 ing the period beginning on the date on 


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1 which the event occurred and ending on 

2 the date on which the issuer files or fur3 nishes a current report on Form 8–K with 

4 respect to the event; and 

5 ‘‘(ii) with respect to an event de6 scribed in section 7 or 8 of Form 8–K, 

7 during the period beginning on the date on 

8 which the issuer determines that the issuer 

9 will disclose the event and ending on the 

10 date on which the issuer files or furnishes 

11 a current report on Form 8–K with respect 

12 to the event; and 

13 ‘‘(3) shall exempt from those rules— 

14 ‘‘(A) issuers that are required to adopt and 

15 administer a code of ethics under section 

16 270.17j–1 of title 17, Code of Federal Regula17 tions, and any other issuer registered under the 

18 Investment Company Act of 1940 (15 U.S.C. 

19 80a–1 et seq.), the investment advisers of which 

20 are required to adopt and administer a code of 

21 ethics under section 275.204A–1 of title 17, 

22 Code of Federal Regulations; and 

23 ‘‘(B) any event— 

24 ‘‘(i) that is described in any of sec25 tions 1 through 6 of Form 8–K; and 


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1 ‘‘(ii) with respect to which the issuer 

2 has announced the event in a press release 

3 or other method of dissemination that com4 plies with the requirements of section 

5 243.101(e)(2) of title 17, Code of Federal 

6 Regulations. 

7 ‘‘(c) RULE OF CONSTRUCTION.—Any reference in 

8 this section to a rule, including any reference to Form 8– 

9 K, shall be construed to refer to that rule, including that 

10 version of Form 8–K, as in effect on the date of enactment 

11 of this section.’’. 

Æ 


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