REPORTING AND RECORDKEEPING.

SEC. 766. REPORTING AND RECORDKEEPING.(a) In General.—The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 13 the following:“SEC. 13A. REPORTING AND RECORDKEEPING FOR CERTAIN SECURITY-BASED SWAPS.“(a) Required Reporting of Security-based Swaps Not Accepted by Any Clearing Agency or Derivatives Clearing Organization.—“(1) In general.—Each security-based swap that is not accepted for clearing by any clearing agency or derivatives clearing organization shall be reported to—“(A) a security-based swap data repository described in section 13(n); or“(B) in the case in which there is no security-based swap data repository that would accept the security-based swap, to the Commission pursuant to this section within such time period as the Commission may by rule or regulation prescribe.“(2) Transition rule for preenactment security-based swaps.—“(A) Security-based swaps entered into before the date of enactment of the wall street transparency and accountability act of 2010.—Each security-based swap entered into before the date of enactment of the Wall Street Transparency and Accountability Act of 2010, the terms of which have not expired as of the date of enactment of that Act, shall be reported to a registered 124 STAT. 1798 security-based swap data repository or the Commission by a date that is not later than—“(i) 30 days after issuance of the interim final rule; or“(ii) such other period as the Commission determines to be appropriate.“(B) Commission rulemaking.—The Commission shall promulgate an interim final rule within 90 days of the date of enactment of this section providing for the reporting of each security-based swap entered into before the date of enactment as referenced in subparagraph (A).“(C) Effective date.—The reporting provisions described in this section shall be effective upon the date of the enactment of this section.“(3) Reporting obligations.—“(A) Security-based swaps in which only 1 counterparty is a security-based swap dealer or major security-based swap participant.—With respect to a security-based swap in which only 1 counterparty is a security-based swap dealer or major security-based swap participant, the security-based swap dealer or major security-based swap participant shall report the security-based swap as required under paragraphs (1) and (2).“(B) Security-based swaps in which 1 counterparty is a security-based swap dealer and the other a major security-based swap participant.—With respect to a security-based swap in which 1 counterparty is a security-based swap dealer and the other a major security-based swap participant, the security-based swap dealer shall report the security-based swap as required under paragraphs (1) and (2).“(C) Other security-based swaps.—With respect to any other security-based swap not described in subparagraph (A) or (B), the counterparties to the security-based swap shall select a counterparty to report the security-based swap as required under paragraphs (1) and (2).“(b) Duties of Certain Individuals.—Any individual or entity that enters into a security-based swap shall meet each requirement described in subsection (c) if the individual or entity did not—“(1) clear the security-based swap in accordance with section 3C(a)(1); or“(2) have the data regarding the security-based swap accepted by a security-based swap data repository in accordance with rules (including timeframes) adopted by the Commission under this title.“(c) Requirements.—An individual or entity described in subsection (b) shall—“(1) upon written request from the Commission, provide reports regarding the security-based swaps held by the individual or entity to the Commission in such form and in such manner as the Commission may request; and“(2) maintain books and records pertaining to the security-based swaps held by the individual or entity in such form, in such manner, and for such period as the Commission may require, which shall be open to inspection by—“(A) any representative of the Commission;“(B) an appropriate prudential regulator;124 STAT. 1799“(C) the Commodity Futures Trading Commission;“(D) the Financial Stability Oversight Council; and“(E) the Department of Justice.“(d) Identical Data.—In prescribing rules under this section, the Commission shall require individuals and entities described in subsection (b) to submit to the Commission a report that contains data that is not less comprehensive than the data required to be collected by security-based swap data repositories under this title.” .(b) Beneficial Ownership Reporting.—Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended—(1) in subsection (d)(1), by inserting “or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the purchase or sale of a security-based swap that the Commission may define by rule, and” after “Alaska Native Claims Settlement Act,”; and(2) in subsection (g)(1), by inserting “or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule” after “subsection (d)(1) of this section”.(c) Reports by Institutional Investment Managers.—Section 13(f)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(f)(1)) is amended by inserting “or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule,” after “subsection (d)(1) of this section”.(d) Administrative Proceeding Authority.—Section 15(b)(4) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4)) is amended—(1) in subparagraph (C), by inserting “security-based swap dealer, major security-based swap participant,” after “government securities dealer,”; and(2) in subparagraph (F), by striking “broker or dealer” and inserting “broker, dealer, security-based swap dealer, or a major security-based swap participant”.(e) Security-based Swap Beneficial Ownership.—Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following:“(o) Beneficial Ownership.—For purposes of this section and section 16, a person shall be deemed to acquire beneficial ownership of an equity security based on the purchase or sale of a security-based swap, only to the extent that the Commission, by rule, determines after consultation with the prudential regulators and the Secretary of the Treasury, that the purchase or sale of the security-based swap, or class of security-based swap, provides incidents of ownership comparable to direct ownership of the equity security, and that it is necessary to achieve the purposes of this section that the purchase or sale of the security-based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership of the equity security.”.