Page:United States Statutes at Large Volume 80 Part 1.djvu/160

 124

transa"tk)*n amitation.''' " ""'

Sales, restric-

48 Stat. 882.

PUBLIC LAW 89.402-APRIL 18, 1966

[80 STAT.

or before the 31st day of December 1965, or within ten days after he becomes such beneficial owner, director, or officer, a statement, in such form as the Superintendent may prescribe, of the amount of all equity securities of such company of which he is the beneficial owner, and within ten days after the close of each calendar month thereafter, if there has been a change in such ownership during such month, shall file in the office of the Superintendent a statement, in such form as the Superintendent may prescribe, indicating his ownership at the close of the calendar month and such changes in his ownership as have occurred during such calendar month. ^^^ ^^^ ^^^^ purpose of preventing the unfair use of information which may have been obtained by suOh beneficial owner, director, or officer by reason of his relationship to such company, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such company 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 company, irrespective 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 law or in equity in any court of competent jurisdiction by the company, or by the owner of any security of the company in the name and in behalf of the company if the company shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This section 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 Commissioners of the District of Columbia by rules and regulations may exempt as not comjirehended within the purpose of this section. ^Q^ J^ shall be uiilawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such company if the person selling the security or his principal (i) does not own the security sold, or (li) if owning the security, does not deliver it against such sale within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this section if he proves that, notwithstanding the exercise of good faith, he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense. (d) The provisions of subsection (b) of this section shall not apply to any purchase and sale, or sale and purchase, and the provisions of subsection (c) of this section shall not apply to any sale, of an equity security of a domestic stock insurance company not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on jjj^ excliauge as defined in the Securities Exchange Act of 1934) for such security. The Commissioners of the District of Columbia may, by such rules and regulations as they deem necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.

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