I 
114TH CONGRESS 
1ST SESSION H. R. 1625 
To amend the Securities Exchange Act of 1934 to prohibit certain securities 
trading and related communications by those who possess material, non-
public information. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 25, 2015 
Mr. HIMES (for himself, Mr. WOMACK, Mrs. CAROLYN B. MALONEY of New 
York, and Mr. CLEAVER) introduced the following bill; which was referred 
to the Committee on Financial Services 
A BILL 
To amend the Securities Exchange Act of 1934 to prohibit 
certain securities trading and related communications by 
those who possess material, nonpublic information. 
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 ‘‘Insider Trading Prohi-
bition Act’’. 
SEC. 2. PROHIBITION ON INSIDER TRADING. 
(a) IN GENERAL.—The Securities Exchange Act of 
1934 (15 U.S.C. 78a et seq.) is amended by adding after 
section 16 the following new section: 
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‘‘SEC. 16A. PROHIBITION ON INSIDER TRADING. 
‘‘(a) PROHIBITION AGAINST TRADING SECURITIES 
WHILE IN POSSESSION OF MATERIAL, NONPUBLIC IN-
FORMATION.—It shall be unlawful for any person, directly 
or indirectly, to purchase, sell, or enter into, or cause the 
purchase or sale of or entry into, any security, security- 
based swap, or security-based swap agreement, while in 
possession of material, nonpublic information relating to 
such security, security-based swap, or security-based swap 
agreement, or relating to the market for such security, se-
curity-based swap, or security-based swap agreement, if 
such person knows, or recklessly disregards, that such in-
formation has been obtained wrongfully, or that such pur-
chase, sale, or entry would constitute a wrongful use of 
such information. 
‘‘(b) PROHIBITION AGAINST THE WRONGFUL COM-
MUNICATION OF CERTAIN MATERIAL, NONPUBLIC INFOR-
MATION.—It shall be unlawful for any person whose own 
purchase or sale of a security, security-based swap, or 
entry into a security-based swap agreement would violate 
subsection (a) (referred to in this subsection as the ‘com-
municating person’), wrongfully to communicate material, 
nonpublic information relating to such security, security- 
based swap, or security-based swap agreement, or relating 
to the market for such security, security-based swap, or 
security-based swap agreement, to any other person if— 
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‘‘(1) the other person— 
‘‘(A) purchases, sells, or causes the pur-
chase or sale of, any security or security-based 
swap or enters into or causes the entry into any 
security-based swap agreement, to which such 
communication relates; or 
‘‘(B) communicates the information to an-
other person who makes or causes such a pur-
chase, sale, or entry while in possession of such 
information; and 
‘‘(2) such a purchase, sale, or entry while in 
possession of such information is reasonably foresee-
able. 
‘‘(c) STANDARD AND KNOWLEDGE REQUIREMENT.— 
‘‘(1) STANDARD.—For purposes of this section, 
trading while in possession of material, nonpublic in-
formation under subsection (a) or communicating 
material nonpublic information under subsection (b) 
is wrongful only if the information has been obtained 
by, or its communication or use would constitute, di-
rectly or indirectly— 
‘‘(A) theft, bribery, misrepresentation, or 
espionage (through electronic or other means); 
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