H.R. 3921 — Introduced in House

I 114th CONGRESS 1st Session H. R. 3921 IN THE HOUSE OF REPRESENTATIVES November 4, 2015 Ms. Velázquez 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 certain reporting by hedge funds that are the beneficial owner of more than 1 percent of a class of security, and for other purposes. 1. Short title This Act may be cited as the Hedge Fund Sunshine Act of 2015. 2. Hedge fund ownership disclosures Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended— (1) in subsection (d), by adding at the end the following: (7) Treatment of hedge funds (A) In general With respect to a hedge fund, the requirements under paragraph (1) shall be applied— (i) with 1 per centum substituted for 5 per centum; and (ii) with five days substituted for ten days. (B) Inclusion of derivatives In determining beneficial ownership under paragraph (1), a hedge fund shall include any equity security with respect to which the hedge fund owns any derivative instrument which includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of such equity security. (C) Definitions For purposes of this paragraph: (i) Derivative The term derivative means any instrument or right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to an equity security or with a value derived in whole or in part from the value of the equity security, whether or not such instrument or right is subject to settlement in the underlying security or otherwise. (ii) Hedge fund The term hedge fund means— (I) an issuer that would be an investment company, as defined in the Investment Company Act of 1940, but for section 3(c)(1) or 3(c)(7) of that Act; and (II) any similar fund that the Commission may, by rule, determine appropriate. ; and (2) by adding at the end the following: (s) Hedge fund ownership disclosures (1) In general A hedge fund that has $100,000,000 or more in assets under management and that is, directly or indirectly, the beneficial owner of more than 1 percent of a class of any security shall file a quarterly report with the Commission disclosing such ownership interest. (2) Inclusion of derivatives In determining beneficial ownership under paragraph (1), a hedge fund shall include any equity security with respect to which the hedge fund has an ownership interest in any derivative instrument which includes the opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of such equity security. (3) Filing deadline A hedge fund required to file a quarterly report under this subsection shall file such report not later than 3 days after the end of such quarter. (4) Public availability of information The Commission shall make all reports received under this subsection publicly available on the Commission’s website. (5) Definitions For purposes of this subsection: (A) Derivative The term derivative means any instrument or right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to an equity security or with a value derived in whole or in part from the value of the equity security, whether or not such instrument or right is subject to settlement in the underlying security or otherwise. (B) Hedge fund The term hedge fund means— (i) an issuer that would be an investment company, as defined in the Investment Company Act of 1940, but for section 3(c)(1) or 3(c)(7) of that Act; and (ii) any similar fund that the Commission may, by rule, determine appropriate. .