181 
‘‘(2) did not have data regarding the security- 
based swap accepted by a security-based swap repos-
itory in accordance with rules adopted by the Com-
mission under section 13(n), 
shall meet the requirements in subsection (b). 
‘‘(b) REPORTS.—Any person described in subsection 
(a) shall— 
‘‘(1) make such reports in such form and man-
ner and for such period as the Commission shall pre-
scribe by rule or regulation regarding the security- 
based swaps held by the person; and 
‘‘(2) keep books and records pertaining to the 
security-based swaps held by the person in such 
form and manner and for such period as may be re-
quired by the Commission, which books and records 
shall be open to inspection by any representative of 
the Commission, an appropriate Federal banking 
agency, the Commodity Futures Trading Commis-
sion, the Financial Services Oversight Council, and 
the Department of Justice. 
‘‘(c) IDENTICAL DATA.—In adopting rules under this 
section, the Commission shall require persons described in 
subsection (a) to report the same or more comprehensive 
data than the Commission requires security-based swap 
repositories to collect under subsection (n).’’. 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00181
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
182 
(b) BENEFICIAL OWNERSHIP REPORTING.— 
(1) Section 13(d)(1) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78m(d)(1)) is amended by 
inserting ‘‘or otherwise becomes or is deemed to be-
come a beneficial owner of any of the foregoing upon 
the purchase or sale of a security-based swap or 
other derivative instrument as the Commission may 
define by rule, and’’ after ‘‘Alaska Native Claims 
Settlement Act,’’. 
(2) Section 13(g)(1) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78m(g)(1)) is amended by 
inserting ‘‘or otherwise becomes or is deemed to be-
come a beneficial owner of any security of a class de-
scribed in subsection (d)(1) upon the purchase or 
sale of a security-based swap or other derivative in-
strument, as the Commission may define by rule’’ 
after ‘‘subsection (d)(1) of this section’’. 
(c) REPORTS BY INSTITUTIONAL INVESTMENT MAN-
AGERS.—Section 13(f)(1) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m(f)(1)) is amended by inserting 
‘‘or otherwise becomes or is deemed to become a beneficial 
owner of any security of a class described in subsection 
(d)(1) upon the purchase or sale of a security-based swap 
or other derivative instrument, as the Commission may de-
fine by rule,’’ after ‘‘subsection (d)(1) of this section’’. 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00182
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
183 
(d) ADMINISTRATIVE PROCEEDING AUTHORITY.— 
Section 15(b)(4) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(b)(4)) is amended— 
(1) in subparagraph (C), by inserting ‘‘security- 
based swap dealer, major security-based swap partic-
ipant,’’ after ‘‘government securities dealer,’’; and 
(2) in subparagraph (F), by inserting ‘‘, or se-
curity-based swap dealer, or a major security-based 
swap participant’’ after ‘‘or dealer’’. 
(e) TRANSACTIONS BY CORPORATE INSIDERS.—Sec-
tion 16(f) of the Securities Exchange Act of 1934 (15 
U.S.C. 78p) is amended by inserting ‘‘or security-based 
swaps’’ after ‘‘security futures products’’. 
SEC. 156. STATE GAMING AND BUCKET SHOP LAWS. 
Section 28(a) of the Securities Exchange Act of 1934 
(15 U.S.C. 78bb(a)) is amended to read as follows: 
‘‘(a) Except as provided in subsection (f), the rights 
and remedies provided by this title shall be in addition 
to any and all other rights and remedies that may exist 
at law or in equity; but no person permitted to maintain 
a suit for damages under the provisions of this title shall 
recover, through satisfaction of judgment in one or more 
actions, a total amount in excess of his actual damages 
on account of the act complained of. Except as otherwise 
specifically provided in this title, nothing in this title shall 
VerDate Nov 24 2008 
02:48 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00183
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
184 
affect the jurisdiction of the securities commission (or any 
agency or officer performing like functions) of any State 
over any security or any person insofar as it does not con-
flict with the provisions of this title or the rules and regu-
lations thereunder. No State law which prohibits or regu-
lates the making or promoting of wagering or gaming con-
tracts, or the operation of ‘bucket shops’ or other similar 
or related activities, shall invalidate (1) any put, call, 
straddle, option, privilege, or other security subject to this 
title (except a security-based swap agreement and any se-
curity that has a pari-mutuel payout or otherwise is deter-
mined by the Commission, acting by rule, regulation, or 
order, to be appropriately subject to such laws), or apply 
to any activity which is incidental or related to the offer, 
purchase, sale, exercise, settlement, or closeout of any 
such security, (2) any security-based swap between eligible 
contract participants, or (3) any security-based swap ef-
fected on a national securities exchange registered pursu-
ant to section 6(b). No provision of State law regarding 
the offer, sale, or distribution of securities shall apply to 
any transaction in a security-based swap or a security fu-
tures product, except that this sentence shall not be con-
strued as limiting any State antifraud law of general ap-
plicability.’’. 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00184
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
185 
SEC. 157. AMENDMENTS TO THE SECURITIES ACT OF 1933; 
TREATMENT OF SECURITY-BASED SWAPS. 
(a) DEFINITIONS.—Section 2(a) of the Securities Act 
of 1933 (15 U.S.C. 77b(a)) is amended— 
(1) in paragraph (1), by inserting ‘‘security- 
based swap,’’ after ‘‘security future,’’; 
(2) in paragraph (3) by adding at the end the 
following: ‘‘Any offer or sale of a security-based 
swap by or on behalf of the issuer of the securities 
upon which such security-based swap is based or is 
referenced, an affiliate of the issuer, or an under-
writer, shall constitute a contract for sale of, sale of, 
offer for sale, or offer to sell such securities,’’; and 
(3) by adding at the end the following: 
‘‘(17) The terms ‘swap’ and ‘security-based 
swap’ have the same meanings as provided in sec-
tions 1a(35) and (38) of the Commodity Exchange 
Act (7 U.S.C. 1a(35) and (38)). 
‘‘(18) The terms ‘purchase’ or ‘sale’ of a secu-
rity-based swap shall be deemed to mean the execu-
tion, termination (prior to its scheduled maturity 
date), assignment, exchange, or similar transfer or 
conveyance of, or extinguishing of rights or obliga-
tions under, a security-based swap, as the context 
may require.’’. 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00185
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
186 
(b) REGISTRATION OF SECURITY-BASED SWAPS.— 
Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) 
is amended by adding at the end the following: 
‘‘(d) Notwithstanding the provisions of section 3 or 
section 4, unless a registration statement meeting the re-
quirements of subsection (a) of section 10 is in effect as 
to a security-based swap, it shall be unlawful for any per-
son, directly or indirectly, to make use of any means or 
instruments of transportation or communication in inter-
state commerce or of the mails to offer to sell, offer to 
buy or purchase or sell a security-based swap to any per-
son who is not an eligible contract participant as defined 
in section 1a(13) of the Commodity Exchange Act (7 
U.S.C. 1a(13)).’’. 
SEC. 158. OTHER AUTHORITY. 
Unless otherwise provided by its terms, this subtitle 
does not divest any appropriate Federal banking agency, 
the Commission, the Commodity Futures Trading Com-
mission, or other Federal or State agency, of any authority 
derived from any other applicable law. 
SEC. 159. JURISDICTION. 
Section 36 of the Securities Exchange Act of 1934 
(15 U.S.C. 78mm) is amended by adding at the end the 
following new subsection: 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00186
Fmt 6652
Sfmt 6201
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS
187 
‘‘(c) DERIVATIVES.—The Commission shall not have 
the authority to grant exemptions from the security-based 
swap provisions of the Over-the-Counter Derivatives Mar-
kets Act of 2009, except as expressly authorized under the 
provisions of that Act.’’. 
SEC. 160. EFFECTIVE DATE. 
This subtitle is effective 180 days after the date of 
enactment. 
Æ 
VerDate Nov 24 2008 
01:42 Oct 17, 2009
Jkt 089200
PO 00000
Frm 00187
Fmt 6652
Sfmt 6301
E:\BILLS\H3795.IH
H3795
rfrederick on DSKD9S0YB1PROD with BILLS