Examples of Section 16 Reporting Person in a sentence
If the transaction is cleared to proceed, the News Corporation Legal Department will assist a Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule 144 of the Securities Act of 1933, as amended.
The prohibition against trading during the Black-Out Period also prohibits the fulfillment of “limit orders” by any broker for such Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household, and the brokers with whom any such “limit order” is placed must be informed of such prohibition at the time such “limit order” is placed.
If a Section 16 Reporting Person, Designated Individual or member of such person’s immediate family or household is contemplating a transaction in the Company’s securities, the proposed transaction must be pre-cleared with either the News Corporation General Counsel or his or her designee, even if the proposed transaction is to take place outside of the Black-Out Period.
A purchase (or sale) by or attributed to a Section 16 Reporting Person through one form of beneficial ownership may be matchable with a sale (or purchase) by or attributed to such Section 16 Reporting Person through another form of beneficial ownership to produce a recoverable profit.
In general, Section 16(b) of the Exchange Act provides that any profit realized by a Section 16 Reporting Person in connection with a purchase and a sale of the Company’s stock or other Securities within a period of less than six months must be paid to the Company and cannot be retained by the Section 16 Reporting Person.
Securities beneficially owned by immediate family members sharing the Section 16 Reporting Person’s household are presumed to be owned beneficially by such Section 16 Reporting Person.
Each Section 16 Reporting Person must ensure that his or her broker provides the Company with detailed information (trade date, number of shares, exact price) regarding every transaction involving the securities of the Company, including gifts, transfers, pledges and all Rule 10b5-1 transactions, both in connection with mandatory pre- clearance requirements for such Section 16 Reporting Persons and immediately following execution.
Although the Chief Financial Officer will coordinate, prepare and file the Forms 3, 4 or 5 on behalf of Section 16 Reporting Persons, and take the steps described above, such forms are ultimately the responsibility of the Section 16 Reporting Person.
The courts may apply these provisions with mechanical rigidity to require the maximum payment by the Section 16 Reporting Person; moreover, good faith on the part of the Section 16 Reporting Person is no defense.
Any Company securities purchased on the open market by a Section 16 Reporting Person, Designated Individual or member of such individual’s immediate family or household must be held for a minimum of six (6) months.