Unlisted Trading Privileges Act of 1994
PL 103-389 (H.R.4535), enacted 10/22/1994

PUBLIC LAW 103-389—OCT. 22, 1994 
108 STAT. 4081 
Public Law 103-389 
103d Congress 
An Act 
Unlisted 
Trading 
Privileges 
Act of 1994. 
15 u s e 78a 
note. 
15 u s e 78Z. 
To amend the Securities Exchange Act of 1934 with respect to the extension of 
Oct. 22, 1994 
\mlisted trading privileges for corporate securities, and for other pvuposes. 
[H.R. 4535] 
Be it enacted by the Senate and House of Representatives of 
the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the "UnUsted Trading Privileges 
Act of 1994". 
SEC. 2. AMENDMENTS TO THE SECURITIES EXCHANGE ACT OF 1934. 
(a) UNUSTED TRADING PRIVILEGES.—Section 12(f) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 781(f)) is amended by striking 
paragraphs (1) sind (2) and ioserting the following: 
^f)(l)(A) Notwithstanding the preceding subsections of this sec-
tion, any national securities exchange, in accordsince with the 
requirements of this subsection and the rules hereunder, may 
extend unhsted trading privileges to— 
"(i) any security that is listed and registered on a national 
securities exchange, subject to subparagraph (B); and 
"(ii) any security that is omerwise registered pursuant 
to this section, or that would be required to be so registered 
except for the exemption fix)m registration provided in subpara-
graph (B) or (G) of subsection (g)(2), subject to subparagraph 
(E) of this paragraph. 
"(B) A national securities exchange may not extend unhsted 
trading privileges to a securi^ described in subparagraph (A)(i) 
during such interval, if any, after the commencement of an initial 
pubUc offering of such security, as is or may be required pursuant 
to subparagraph (C). 
"(C) Not later than 180 days after the date of enactment of Regulations. 
the Unlisted Trading Privileges Act of 1994, the Commission shall 
prescribe, by rule or regulation, the duration of the interval referred 
to in subparagraph (B), if any, as the Commission determines 
to be necessary or appropriate for the maintenance of fair and 
orderly markets, the protection of investors and the pubhc interest, 
or otherwise in fiirtherance of the purposes of this title. Until 
the earUer of the effective date of such rule or regulation or 240 
days after such date of enactment, such interval shall begin at 
the opening of trading on the day on which such security commences 
trading on the national securities exchange with which such security 
is registered and end at the conclusion of the next day of trading. 
^D) The Commission may prescribe, by rule or regulation such 
additional procedures or requirements for extending unhsted trad-
ing privileges to any security as the Commission deems necessary 
108 STAT. 4082 
PUBLIC LAW 103-389—OCT. 22, 1994 
or appropriate for the maintenance of fair Eind orderly markets, 
the protection of investors and the public interest, or otherwise 
in furtherance of the purposes of this title. 
"(E) No extension of imlisted trading privileges to securities 
described in subparagraph (A)(u) may occur except pursuant to 
a rule, regulation, or order of the Commission approving such 
extension or extensions. In promulgating such rule or regulation 
or in issuing such order, the Commission— 
"(i) shall find that such extension or extensions of unlisted 
trading privileges is consistent with the maintenance of fair 
and orderly markets, the protection of investors Eind the public 
interest, and otherwise in furtherance of the purposes of this 
title; 
"(ii) shall take account of the public trading activity in 
such securities, the character of such trading, the impact of 
such extension on the existing markets for such securities, 
and the desirability of removing impediments to and the 
progress that has been made toward the development of a 
national market system; and 
"(ui) shall not permit a national securities exchange to 
extend unMsted trading privileges to such securities if any 
rule of such national securities exchange would unreasonably 
impair the abiUty of a dealer to soUcit or effect transactions 
in such securities for its own account, or would imreasonably 
restrict competition among dealers in such securities or between 
such dealers acting in me capacity of market makers who 
are speciahsts and such dealers who are not specialists. 
"(F) An exchange may continue to extend unlisted trading 
privileges in accordance with this paragraph only if the exchange 
and the subject security continue to satisfy the requirements for 
ehgibihty under this paragraph, including any rules and regulations 
issued by the Commission pursuant to tins paragraph, except that 
unHsted trading privileges may continue with regard to securities 
which had been admitted on such exchange prior to July 1, 1964, 
notwithstanding the failure to satisfy such requirements. If unlisted 
trading privileges in a security are discontinued pursuant to this 
subparagraph, the exchange snail cease trading in that security, 
unless tne exchange and the subject security thereafter satisfy 
the requirements of this paragraph and the rules issued hereunder. 
"(G) For purposes of this paragraph— 
"(i) a security is the subject of an initial pubHc offering 
if— 
"(I) the offering of the subject security is registered 
under the Securities Act of 1933; and 
"(II) the issuer of the security, immediately prior to 
fiMng the registration statement with respect to the offer-
ing, was not subject to the reporting requirements of section 
13 or 15(d) of this title; and 
"(ii) £in initial pubUc offering of such security commences 
at the opening of trading on the day on which such security 
commences trading on the national securities exchange witn 
which such security is registered. 
"(2)(A) At any time within 60 days of commencement of trading 
on an exchange of a security pursuant to unlisted trading privileges, 
the Commission may summarily suspend such unlisted trading 
privileges on the exchange. Such suspension shall not be reviewable 
under section 25 of this title and shall not be deemed to be a 
PUBLIC LAW 103-389—OCT. 22, 1994 
108 STAT. 4083 
final agency action for pttrposes of section 704 of title 5, United 
States Code. Upon such suspension— 
"(i) the exchange shall cease trading in the security by 
the close of busiaess on the date of such suspension, or at 
such time as the Commission may prescribe by rule or order 
for the maintenance of fair and orderly markets, the protection 
of investors sind the pubUc interest, or otherwise in furtherance 
of the purposes of this title; and 
"(ii) if the exchange seeks to extend unMsted trading privi-
leges to the sectirity, the exchange shall file £in application 
to reinstate its abiUty to do so wilii the Commission pursuant 
to such procedures as the Commission may prescribe by rule 
or order for the maintenance of fair and orderly markets, the 
protection of investors and the pubhc interest, or otherwise 
in furtherance of the purposes of this title. 
"(B) A suspension imder subparagraph (A) shall remain La 
effect until the Conmiission, by order, grants approval of an apphca-
tion to reinstate, as described in subparagraph (A)(ii). 
"(C) A suspension under subparagraph (A) shall not £iffect 
the vaUdity or force of an extension of imlisted trading privileges 
in effect prior to such suspension. 
"(D) The Commission shall not approve an appUcation by a 
national securities exchange to reinstate its abUity to extend 
unhsted trading privileges to a security unless the Commission 
finds, after notice and opportunity for hearing, that the extension 
of unlisted trading privileges pursuant to such apphcation is consist-
ent with the maintenance of fair and orderly markets, the protection 
of investors and the pubhc interest, and otherwise La furtherance 
of the purposes of this title. If the appUcation is made to reinstate 
unhsted trading privileges to a seciuity described La paragraph 
(l)(A)(ii), the Conmiission— 
"(i) shall take account of the pubhc trading activity La 
such security, the character of such trading, the impact of 
such extension on the existing markets for such a security, 
and the desLrabLUty of removing impediments to and the 
progress that has been made toward the development of a 
national market system; and 
"(ii) shall not grant any such apphcation if any rule of 
the national securities exchange making apphcation under this 
subsection would unreasonably impair the abihty of a de£iler 
to sohcit or effect transactions in such security for its own 
accoimt, or would unreasonably restrict competition among 
dealers in such security or between such dealers acting La 
the capacity of marketmakers who are speciahsts and such 
dealers who sire not specialists.". 
(b) CONFORMING AMENDMENT.—Section 12(f)(3) of the Securities 
Exchange Act of 1934 (15 U.S.C. 781(f)(3)) is amended by striking 
15 use 7
8
Z
. 
108 STAT. 4084 
PUBLIC LAW 103-389—OCT. 22, 1994 
"The Commission" and inserting "Notwithstanding paragraph (2), 
the Commission". 
Approved October 22, 1994. 
LEGISLATIVE HISTORY—H.R. 4535: 
HOUSE REPORTS: No. 103-626 (Ck)mm. on Energy and Commerce). 
CONGRESSIONAL RECORD, Vol. 140 (1994): 
Aug. 1, considered and passed House. 
Oct. 6, considered and passed Senate.