THE OLB GROUP, INC.
INSIDER TRADING POLICY AND GUIDELINES With Respect to Certain Transactions in Company Securities
In order to take an active role in the prevention of insider trading violations by its directors, officers and other employees, and the directors, officers and employees of its subsidiaries, as well as by other related individuals, The OLB Group, Inc. (the “Company”) has adopted the policies and procedures described in this Policy.
Applicability of Policy
This Policy applies to all public or private transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as exchange-traded options. It applies to all directors, officers and all other employees of, or consultants or contractors to, the Company and its subsidiaries, as well as family members of such persons, and others, in each case where such persons have or may have access to Material Non-Public Information (as defined below). This group of people, members of their immediate families, and members of their households are sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Non-Public Information from any Insider.
Any person who possesses Material Non-Public Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time and would be subject to this Policy.
Compliance Officer
The Company has appointed Patrick Smith, as the Company’s Insider Trading Compliance Officer (“Compliance Officer”). Please contact him (or anyone whom he has designated to field questions) with questions as to any of the matters discussed in this Policy.
Statement of Policy
General Policy
The Company opposes and seeks to prevent the unauthorized disclosure of any non-public information acquired in the workplace and the misuse of Material Non-Public Information in securities trading.
Specific Policies
- Trading on Material Non-Public Information. No Insider shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Non-Public Information concerning the Company, and ending at the open of business on the third full Trading Day following the date of public disclosure of that information, or at such time as such non-public information is no longer material. As used herein, the term “Trading Day” shall mean a day on which national securities exchanges are open for trading. A Trading Day begins at the time trading begins on such day. This restriction on trading does not apply to transactions made under a trading plan that has been adopted pursuant to Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended, and that has been approved in writing by the Company (an “approved Rule 10b5-1 trading plan”).
- Tipping. No Insider shall disclose (“tip”) Material Non-Public Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Non-Public Information as to trading in the Company’s securities.
- Confidentiality of Non-Public Information. Non-Public information relating to the Company is the property of the Company, and the unauthorized disclosure of such information is forbidden. In the event any director, officer or other employee receives any inquiry from outside the Company, such as from a stock analyst, for information (particularly financial results and/or projections) that may be Material Non-Public Information, the inquiry should be referred to the Company’s Compliance Officer, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.
- Blackout Period. All Section 16 Persons (all officers and directors of the Company — each as listed below, hereto from time to time by the Company’s Compliance Officer —) and Designated Insiders — each as listed below, hereto from time to time by the Company’s Compliance Officer — must refrain from engaging in transactions involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during the period commencing two weeks prior to the end of any fiscal quarter and ending at the open of market on the third full Trading Day following the date of public disclosure of the financial results for such prior fiscal quarter or year. Contact the Compliance Officer if you are unsure as to whether or not you fall into either of the categories listed above (Section 16 Persons and Designated Insiders).
- Prohibition Against Short Sales. No Section 16 Person or other employee of the Company shall, directly or indirectly, sell any equity security of the Company if the person selling the security or his or her principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale (a “short sale against the box”) within 20 days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation. Generally, a short sale, as defined in this Policy, means any transaction whereby one may benefit from a decline in the Company’s stock price. While employees who are not executive officers or directors are not prohibited by law from engaging in short sales of the Company’s securities, the Company believes it is inappropriate for employees to engage in such transactions.
- Prohibition Against Internet Disclosure. It is inappropriate for any unauthorized person to disclose Company information on the Internet and more specifically in forums (e.g., chat rooms) where companies and their prospects are discussed. Examples of such forums include but are not limited to Yahoo! Finance, Silicon Investor and Motley Fool. The postings in these forums are typically made by unsophisticated investors who are sometimes poorly informed, and generally are carelessly stated or, in some cases, malicious or manipulative and intended to benefit their own stock positions. Accordingly, no director, officer, employee, consultant or contractor or other party related to the Company may discuss the Company or Company-related information in such a forum regardless of the situation. Despite any inaccuracies that may exist (and often there are many), posts in these forums can result in the disclosure of Material Non-Public Information and may bring significant legal and financial risk to the Company and are therefore prohibited, without exception. Any posting that is made by any person with access to Material Non-Public Information, or information supplied by any such person for someone else to post, will be treated as a violation of this Policy.
Potential Criminal and Civil Liability and/or Disciplinary Action
- Liability for Insider Trading. 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 Company’s securities at a time when they have knowledge of Material Non-Public Information regarding the Company.
- Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Non-Public Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading.
- Possible Disciplinary Actions. Employees of the Company who violate this Policy shall be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.
Trading Guidelines and Requirements
- Recommended Trading Window. The “Trading Window” is that period of a fiscal quarter during which the Section 16 Persons and Designated Insiders of the Company are not precluded (assuming they do not possess Material Non-Public Information) from trading in the Company’s securities as described in Paragraph 2 below.
The safest period for trading in the Company’s securities, assuming the absence of Material Non-Public Information, is generally the first 20 days of the Trading Window. However, even during the Trading Window, any person possessing Material Non-Public Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least two full Trading Days. This trading restriction does not apply to transactions made under an approved Rule 10b5-1 trading plan. Each person is individually responsible at all times for compliance with the prohibitions against insider trading. - Blackout Period and Trading Window. All Section 16 Persons and Designated Insiders (contact the Compliance Officer if you are unsure whether you fall into either of these categories) must refrain from engaging in transactions involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during the period in any fiscal quarter commencing two weeks prior to the end of the fiscal quarter and ending at the open of market on the third full Trading Day following the date of public disclosure of the financial results for the prior fiscal quarter or year (the “Blackout Period”). This is a sensitive time for the Company, due to the fact that directors, officers and certain other employees will, during that period, often possess Material Non-Public Information about the expected financial results for the quarter. All Section 16 Persons and Designated Insiders of the Company are prohibited from trading during the Blackout Period.
The prohibition against trading during the Blackout Period encompasses the fulfillment of “limit orders” by any broker for a Section 16 Person or Designated Insider, and the brokers with whom any such limit order is placed must be so instructed at the time it is placed.
From time to time, the Company may also prohibit Section 16 Persons and other employees, consultants or contractors from trading in the Company’s securities because of developments known to such persons in the Company and not yet disclosed to the public. In this event, such persons may not engage in any transaction involving the purchase or sale of the Company’s securities during such period and should not disclose that fact to others.
Any employee or other person possessing Material Non-Public Information concerning the Company should not engage in any transactions in the Company’s securities until such information has been known publicly for at least two full Trading Days, whether or not it is during the Trading Window or the Company has recommended suspension of trading to that person. This trading restriction does not apply to transactions made under an approved Rule 10b5-1 trading plan. Trading in the Company’s securities during the Trading Window should not be considered a “safe harbor,” and all Section 16 Persons, employees and other persons should use good judgment at all times. - Pre-clearance of Trades. The Company has determined that all Section 16 Persons and Designated Insiders of the Company should refrain from trading in the Company’s securities, even during the Trading Window, without first complying with the Company’s “pre-clearance” process. Each Section 16 Person and Designated Insider should contact the Company’s Compliance Officer prior to commencing any trade in the Company’s securities. The Company may also find it necessary, from time to time, to require compliance with the pre-clearance process from certain other employees who have access to Material Non-Public Information. A Section 16 Person or Designated Insider wishing to trade pursuant to an approved Rule 10b5-1 trading plan need not seek pre-clearance from the Company’s Compliance Officer before each such trade takes place; however, such person must obtain Company approval of the proposed Rule 10b5-1 trading plan before adopting it.
- Individual Responsibility. Every person subject to this Policy has the individual responsibility to comply with this Policy against insider trading, and appropriate judgment should be exercised in connection with any trade in the Company’s securities. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of Material Non-Public Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.
Applicability of Policy to Inside Information Regarding Other Companies
This Policy and the restrictions and guidelines described herein also apply to Material Non-Public Information relating to other companies, including the Company’s customers, vendors or suppliers (“business partners”), when that information is obtained in the course of employment with, or other services performed for, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. All directors, officers and other employees should treat Material Non-Public Information about the Company’s business partners with the same care required for information related directly to the Company.
Definition of Material Non-Public Information
It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of the Company’s securities. In this regard, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material.
Examples of such information include:
Financial Related Events
• Financial results
• Projections of future earnings or losses
• Stock splits
• New equity or debt offerings
• Impending bankruptcy or financial liquidity problems
• Creation of a material direct or contingent financial obligation
Corporate Developments
• Pending or proposed merger or acquisition
• Disposition or acquisition of significant assets
• Significant litigation exposure due to actual or threatened litigation
• Major changes in senior management
• Material agreement not in the ordinary course of business (or termination thereof)
Non-Public Information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. Either positive or negative information may be material.
Certain Exceptions
For purposes of this Policy, the Company considers that the exercise of stock options or the purchase of shares under the Company’s equity incentive plans (but not the sale of any such shares) is exempt from this Policy, since the other party to the transaction is the Company itself, and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.
Additional Information – Directors and Officers
Directors and officers of the Company must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that officers and directors who purchase and sell the Company’s securities within a six-month period must pay any and all profits to the Company whether or not they had knowledge of any Material Nonpublic Information. Moreover, pursuant to Section 16(c) of the Exchange Act (as well as this Policy), no Section 16 Persons or any other employee may make a short sale of the Company’s stock.
Persons subject to the reporting requirements of Section 16 must file their statements of change in ownership on Form 4 before the end of the second business day following such change in ownership. These reports will be made available through our corporate website and a publicly accessible Internet site maintained by the SEC.
Inquiries
Please direct your questions as to any of the matters discussed in this Policy to the Company’s Compliance Officer.
(To The OLB Group, Inc. Insider Trading Policy)