HR 624 RFS
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Promoting Trans-
parent Standards for Corporate Insiders Act’’. 
SEC. 2. SEC STUDY. 
(a) STUDY.— 
(1) IN
GENERAL.—The Securities and Ex-
change Commission shall carry out a study of 
whether Rule 10b5–1 (17 CFR 240.10b5–1) should 
be amended to— 
(A) limit the ability of issuers and issuer 
insiders to adopt a plan described under para-
graph (c)(1)(i)(A)(3) of Rule 10b5–1 (‘‘trading 
plan’’) to a time when the issuer or issuer in-
sider is permitted to buy or sell securities dur-
ing issuer-adopted trading windows; 
(B) limit the ability of issuers and issuer 
insiders to adopt multiple trading plans; 
(C) establish a mandatory delay between 
the adoption of a trading plan and the execu-
tion of the first trade pursuant to such a plan 
and, if so and depending on the Commission’s 
findings with respect to subparagraph (A)— 
(i) whether any such delay should be 
the same for trading plans adopted during 
an issuer-adopted trading window as op-
posed to outside of such a window; and 
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(ii) whether any exceptions to such a 
delay are appropriate; 
(D) limit the frequency that issuers and 
issuer insiders may modify or cancel trading 
plans; 
(E) require issuers and issuer insiders to 
file with the Commission trading plan adop-
tions, amendments, terminations and trans-
actions; or 
(F) require boards of issuers that have 
adopted a trading plan to— 
(i) adopt policies covering trading 
plan practices; 
(ii) periodically monitor trading plan 
transactions; and 
(iii) ensure that issuer policies discuss 
trading plan use in the context of guide-
lines or requirements on equity hedging, 
holding, and ownership. 
(2) ADDITIONAL
CONSIDERATIONS.—In car-
rying out the study required under paragraph (1), 
the Commission shall consider— 
(A) how any such amendments may clarify 
and enhance existing prohibitions against in-
sider trading; 
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(B) the impact any such amendments may 
have on the ability of issuers to attract persons 
to become an issuer insider; 
(C) the impact any such amendments may 
have on capital formation; 
(D) the impact any such amendments may 
have on an issuer’s willingness to operate as a 
public company; and 
(E) any other consideration that the Com-
mission considers necessary and appropriate for 
the protection of investors. 
(b) REPORT.—Not later than the end of the 1-year 
period beginning on the date of the enactment of this Act, 
the Commission shall issue a report to the Committee on 
Financial Services of the House of Representatives and 
the Committee on Banking, Housing, and Urban Affairs 
of the Senate containing all findings and determinations 
made in carrying out the study required under section (a). 
(c) RULEMAKING.—After the completion of the study 
required under subsection (a), the Commission shall, 
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subject to public notice and comment, revise Rule 10b5– 
1 consistent with the results of such study. 
Passed the House of Representatives January 28, 
2019. 
Attest: 
KAREN L. HAAS, 
Clerk. 
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