IB 
Union Calendar No. 689 
115TH CONGRESS 
2D SESSION 
H. R. 6320 
[Report No. 115–891] 
To require the Securities and Exchange Commission to carry out a study 
of Rule 10b5–1 trading plans, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 10, 2018 
Ms. MAXINE WATERS of California introduced the following bill; which was 
referred to the Committee on Financial Services 
AUGUST 3, 2018 
Additional sponsor: Mr. MCHENRY 
AUGUST 3, 2018 
Committed to the Committee of the Whole House on the State of the Union 
and ordered to be printed 
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A BILL 
To require the Securities and Exchange Commission to carry 
out a study of Rule 10b5–1 trading plans, and for other 
purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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 C.F.R. 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’’) when the issuer or issuer insider is per-
mitted to buy or sell securities during issuer- 
adopted trading windows; 
(B) limit the ability of issuers and issuer 
insiders to adopt multiple, overlapping 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)— 
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(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 
(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. 
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(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; 
(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). 
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(c) RULEMAKING.—After the completion of the study 
required under subsection (a), the Commission shall, sub-
ject to public notice and comment, revise Rule 10b5–1 
consistent with the results of such study. 
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Union Calendar No. 689 
115TH CONGRESS 
2D SESSION 
H. R. 6320 
[Report No. 115–891] 
A BILL 
To require the Securities and Exchange Commis-
sion to carry out a study of Rule 10b5–1 trading 
plans, and for other purposes. 
AUGUST 3, 2018 
Committed to the Committee of the Whole House on the 
State of the Union and ordered to be printed 
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