I 
117TH CONGRESS 
1ST SESSION H. R. 4467 
To amend the Securities Exchange Act of 1934 to require the Securities 
and Exchange Commission to issue rules that prohibit officers and direc-
tors of certain companies from trading securities in anticipation of a 
current report, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 16, 2021 
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 re-
port, and for other purposes. 
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 ‘‘8–K Trading Gap Act 
of 2021’’. 
VerDate Sep 11 2014 
16:09 Jul 26, 2021
Jkt 019200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6201
E:\BILLS\H4467.IH
H4467
pamtmann on DSKBC07HB2PROD with BILLS
SEC. 2. PROHIBITION ON CERTAIN TRADING IN ANTICIPA-
TION OF A CURRENT REPORT. 
The Securities Exchange Act of 1934 (15 U.S.C. 78a 
et seq.) is amended by inserting after section 10D the fol-
lowing: 
‘‘SEC. 10E. PROHIBITION ON CERTAIN TRADING IN ANTICI-
PATION OF A CURRENT REPORT. 
‘‘(a) PROHIBITION.—Not later than 1 year after the 
date of enactment of this section, the Commission shall 
issue rules that require each issuer that is subject to re-
porting requirements under section 13(a) or 15(d) to es-
tablish and maintain policies, controls, and procedures 
that are reasonably designed to prohibit executive officers 
and directors of the issuer from purchasing, selling, or 
otherwise transferring any equity security of the issuer, 
directly or indirectly— 
‘‘(1) with respect to an event described in sec-
tions 1 through 6 of Form 8–K, between— 
‘‘(A) the occurrence of such event; and 
‘‘(B) the filing or furnishing of a current 
report on Form 8–K with respect to such event; 
and 
‘‘(2) with respect to an event described in sec-
tion 7 or 8 of Form 8–K, between— 
‘‘(A) the date on which the issuer deter-
mines that it will disclose such event; and 
VerDate Sep 11 2014 
16:09 Jul 26, 2021
Jkt 019200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6201
E:\BILLS\H4467.IH
H4467
pamtmann on DSKBC07HB2PROD with BILLS
‘‘(B) the filing or furnishing of a current 
report on Form 8–K with respect to such event. 
‘‘(b) PERMISSIBLE TRANSACTIONS.—In issuing rules 
under subsection (a), the Commission— 
‘‘(1) may exempt certain transactions that the 
Commission determines is appropriate, including 
those that— 
‘‘(A) occur automatically; 
‘‘(B) are made pursuant to an advance 
election; or 
‘‘(C) except as provided in paragraph (2), 
involve a purchase or sale of equity securities 
that satisfies the conditions under section 
240.10b5–1(c) of title 17, Code of Federal Reg-
ulations; 
‘‘(2) may not exempt from those rules a trans-
action made by an executive officer or director of an 
issuer under a plan that— 
‘‘(A) is described in section 240.10b5– 
1(c)(1)(i)(A)(3) of title 17, Code of Federal 
Regulations; and 
‘‘(B) was adopted— 
‘‘(i) with respect to an event described 
in sections 1 through 6 of Form 8–K, be-
tween— 
VerDate Sep 11 2014 
16:09 Jul 26, 2021
Jkt 019200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H4467.IH
H4467
pamtmann on DSKBC07HB2PROD with BILLS
‘‘(I) the occurrence of such event; 
and 
‘‘(II) the filing or furnishing of a 
current report on Form 8–K with re-
spect to such event; and 
‘‘(ii) with respect to an event de-
scribed in section 7 or 8 of Form 8–K, be-
tween— 
‘‘(I) the date on which the issuer 
determines that it will disclose such 
event; and 
‘‘(II) the filing or furnishing of a 
current report on Form 8–K with re-
spect to such event; and 
‘‘(3) shall exempt from those rules— 
‘‘(A) issuers required to adopt and admin-
ister a code of ethics pursuant section 270.17j– 
1 of title 17, Code of Federal Regulations, and 
any other issuers registered under the Invest-
ment Company Act of 1940 whose investment 
advisers are required to adopt and administer a 
code of ethics pursuant to section 275.204A–1 
of title 17, Code of Federal Regulations; and 
‘‘(B) any event where such event is de-
scribed in sections 1 through 6 of Form 8–K 
VerDate Sep 11 2014 
16:09 Jul 26, 2021
Jkt 019200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6201
E:\BILLS\H4467.IH
H4467
pamtmann on DSKBC07HB2PROD with BILLS
and the issuer has announced such event in a 
press release or other method of dissemination 
that complies with the requirements of section 
101(e)(2) of Regulation FD (17 CFR Part 
243.101(e)(2)). 
‘‘(c) REFERENCE EFFECTIVE DATES.—Each ref-
erence to a rule (including each reference to Form 8–K) 
under this section is a reference to such rule as in effect 
on the date of the enactment of this section.’’. 
Æ 
VerDate Sep 11 2014 
16:09 Jul 26, 2021
Jkt 019200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6301
E:\BILLS\H4467.IH
H4467
pamtmann on DSKBC07HB2PROD with BILLS