Stock options insider trading
It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances.
If you receive any inquiries of this nature, you should follow the procedures described in the Compliance Policy Manual under the section entitled "Dissemination of Corporate Information.
This portion of the policy applies to any and all transactions involving Company securities, including without limitation open market or private purchases and sales, stock plan transactions such as an option exercise, a gift, a contribution to trust or any other transfer. Mandatory Preclearance and Reporting.
The General Counsel or his designee will then determine whether the transaction may proceed. The Company is available to assist in Section 16 reporting, however, the obligation to comply with Section 16 is personal.
These Powers of Attorney enable the Company to prepare and file the Section 16 reports on a timely basis. Trades in Company securities that are executed pursuant to an approved trading plan meeting the requirements of Rule 10b of the Securities Exchange Act of a "Rule 10b Trading Plan" are not subject to pre-clearance procedures and blackout periods.
Rule 10b Trading Plans may be adopted, amended and replaced only during periods when trading is permitted and under no circumstances when the individual is in possession of material, nonpublic information about the Company. Section 16 Reporting Persons are responsible for notifying the Company immediately of any trade under a Rule 10b Trading Plan, to help facilitate Section 16 compliance.
This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option.
Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this policy and all applicable securities laws. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the securities at a time when they have knowledge of material nonpublic information.
Examples of such information include: Quarterly financial results Known but unannounced future earnings or losses News of a pending or proposed merger News of the disposition or acquisition of significant assets New significant litigation A significant engineering issue or warranty claim The loss of a significant customer A significant governmental investigation, audit or review Changes in dividend policy Stock splits New equity or debt offerings Either positive or negative information may be material.
Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information: Short sales of Tenneco stock. Transactions to hedge or offset the risks and benefits of ownership of Tenneco securities. Insiders may not engage in transactions that are designed to hedge or offset, or that have the effect of hedging or offsetting, any change in the value of Tenneco securities.
The prohibition includes the purchase or sale of options, warrants, puts, calls, prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives. The SEC alleges that just as Bristol was finalizing its agreement with ZymoGenetics in late August , Ramnarine started to buy out-of-the-money call options.
A call option is a security that derives its value from the underlying common stock of the issuer and gives the purchaser the right to buy the underlying stock at a specific price within a specified period of time. Typically, investors will purchase call options when they believe the stock of the underlying securities is going up.
The SEC further alleges that in advance of a Nov. This was part of an auction process conducted by Pharmasset and its investment bankers during the weeks before the Gilead-Pharmasset announcement. A put option is a security that derives its value from the underlying common stock. Investors usually write puts when they believe the price of the underlying stock price is moving up.
Chryssikos, and John S. Rymas in the Philadelphia Regional Office. Supervising the investigation are Daniel M. Greenberg, Associate Regional Director in the Philadelphia office.