17 CFR § 240.16c-3 - Exemption of sales of securities to be acquired.

---
identifier: "/us/cfr/t17/s240.16c-3"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "17 CFR § 240.16c-3 - Exemption of sales of securities to be acquired."
title_number: 17
title_name: "Commodity and Securities Exchanges"
section_number: "240.16c-3"
section_name: "Exemption of sales of securities to be acquired."
chapter_name: "SECURITIES AND EXCHANGE COMMISSION"
part_number: "240"
part_name: "GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934"
positive_law: false
currency: "2026-04-05"
last_updated: "2026-04-05"
format_version: "1.1.0"
generator: "[email protected]"
authority: "15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 78g, 78i, 78j, 78j-1, 78j-4, 78k, 78k-1, 78 78m, 78n, 78n-1, 78 78-4, 78-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78 78mm, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 1681w(a)(1), 6801-6809, 6825, 7201  and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; Pub. L. 111-203, 939A, 124 Stat. 1376 (2010); and Pub. L. 112-106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted."
cfr_part: "240"
---


# 240.16c-3 Exemption of sales of securities to be acquired.

(a) Whenever any person is entitled, incident to ownership of an issued security and without the payment of consideration, to receive another security “when issued” or “when distributed,” the sale of the security to be acquired shall be exempt from the operation of section 16(c) of the Act: *Provided,* That:

(1) The sale is made subject to the same conditions as those attaching to the right of acquisition;

(2) Such person exercises reasonable diligence to deliver such security to the purchaser promptly after the right of acquisition matures; and

(3) Such person reports the sale on the appropriate form for reporting transactions by persons subject to section 16(a) of the Act.

(b) This section shall not exempt transactions involving both a sale of the issued security and a sale of a security “when issued” or “when distributed” if the combined transactions result in a sale of more securities than the aggregate of issued securities owned by the seller plus those to be received for the other security “when issued” or “when distributed.”