Page:United States Statutes at Large Volume 48 Part 1.djvu/922

 896 Reg istra tion of d eal- ers or brokers ; regula- tion of transactions ; se- curities traded. Regulation of securi- ties already listed, etc. Directors, officers, and principal stock- holder of issuer of reg- istered equity security. Statements to be filed by. Monthly reports of changes in ownership. Info rmatio n as to profits realized made available to issuer. Suit to recover profit. Transactions ex- empted. 73d C ONGRESS. SESS. II. CH. 404. JUNE 6, 1934. mails or any means or instrumentality of interstate commerce for the pu rpose of mak ing or crea ting, or ena bling anoth er to make o r create, a market, otherwise than on a national securities exchange, for both the purchase and sale of any security (other than an exempted secur ity or commer cial paper, ba nkers' accept ances, or com mercial bills, or unregistered securities the market in which is predominantly intrastate and which have not previously been registered or listed), or (2) for any broker or dealer to use any facility of any such mar- ke t. Such rules a nd regulation s may provide for the regul ation of all transactions by brokers and dealers on any such market, for the regis tration with the Commission of dealers a nd/or brokers making or creating such a market, and for the registration of the securities for which they make or create a market and may make special pro- vision with respect to securities or specified classes thereof listed, or entit led to unlist ed trading pri vileges, upon any exchange on the dat e of t he enac tment o f this title, which securi ties ar e not r egiste red under the provisions of section 12 of this title. DIRECTORS, OFFICERS, AND PRINCIPAL STOCKHOLDERS SEC. 16 . (a) Every person who is directly or indirectly the bene- ficial owner of more than 10 per centum of any class of any equity securit y (other than an exempted s ecurity) whic h is registere d on a national securities exchange, or who is a director or an officer of the issue r of su ch secu rity, shall f ile, at the t ime of the reg istrat ion of such security or within ten days after he becomes such beneficial owner, director, or officer, a statement with the exchange (and a du- plicate original thereof with the Commission) of the amount of all equity securities of such issuer of which he is the beneficial owner, and w ithin ten day s after the cl ose of each c alendar month there- after, if there ha s been any cha nge in such o wnership duri ng such month, shall file with the exchange a statement (and a duplicate origi nal thereof w ith the Commis sion) indicat ing his owner ship at the c lose of the c alendar month and such chan ges in his ow nership as ha ve occurred d uring such cal endar month. (b) For the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or office r by re ason of his r elation ship to the i ssuer, any pro fit re al- ized by him from any purchase and sale, or any sale and purch ase, of any equity security of such issuer (other than an exempted secur- ity) within any period of less than six months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespec- tive of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. Suit to recover such profit may be instituted at la w o r in equity in any court of com petent jurisdi ction by the issuer, or by the ow ner of any sec urity of the issuer in the name and in behalf of the issuer if the issuer shall fail or refus e to bring such suit within sixty days after request or shall fail dili- gently to prosecute the same thereafter ; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions which the Commission by rules and regu- lations may exempt a s not comprehe nded within t he purpose of this subsection.