I 

116TH CONGRESS 

1ST SESSION H. R. 4335 

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 HOUSE OF REPRESENTATIVES 

SEPTEMBER 16, 2019 

Mrs. CAROLYN B. MALONEY of New York 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 

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 2019’’. 


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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 the fol5 lowing: 

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 sec18 tions 1 through 6 of Form 8–K, between— 

19 ‘‘(A) the occurrence of such event; and 

20 ‘‘(B) the filing or furnishing of a current 

21 report on Form 8–K with respect to such event; 

22 and 

23 ‘‘(2) with respect to an event described in sec24 tion 7 or 8 of Form 8–K, between— 

25 ‘‘(A) the date on which the issuer deter26 mines that it will disclose such event; and 


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1 ‘‘(B) the filing or furnishing of a current 

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

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

4 under subsection (a), the Commission— 

5 ‘‘(1) may exempt certain transactions that the 

6 Commission determines is appropriate, including 

7 those 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; and 

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, be25 tween— 


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1 ‘‘(I) the occurrence of such event; 

2 and 

3 ‘‘(II) the filing or furnishing of a 

4 current report on Form 8–K with re5 spect to such event; and 

6 ‘‘(ii) with respect to an event de7 scribed in section 7 or 8 of Form 8–K, be8 tween— 

9 ‘‘(I) the date on which the issuer 

10 determines that it will disclose such 

11 event; and 

12 ‘‘(II) the filing or furnishing of a 

13 current report on Form 8–K with re14 spect to such event.’’. 

Æ 


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