OpenChainGraph Suite · OCG v0.8.13 · Securities Compliance & Corporate Governance

Section 16(b) Early-Warning Pack

A Section 16(b) short-swing demand letter is typically built by a plaintiff firm scanning Form 4 filings for a lowest-price-in, highest-price-out match, and the recipient, whether the insider or the issuer's general counsel, has had no deterministic free tool to independently recompute that number. This pack turns the recipient side into evidence. Stage 1 recomputes the matchable-pair profit figure from a declared transaction list using the same maximal-recovery construction the demand letter relies on, and compares it against the claimed figure where one is supplied. Stage 2 wraps that receipt in a shareable evidence bundle stamped with the tier label the caller's declared gate results qualify it for. Every transaction is declared by the caller: the pack reads no Form 4/5 filing and no brokerage record, so it evidences whether the declared list produces the claimed figure, never that the declared list is complete or accurate.

OpenChainGraph · 2 Nodes, Linear analytics mandate Hash-Anchored §4 Declared Inputs Only Client-Side · Zero PII

Not legal advice, not a matchability or exemption determination, and not a settlement recommendation. Every transaction is SUPPLIED by the caller and treated as asserted: this pack performs no lookup against EDGAR Form 4/5 filings or a brokerage record, and cannot establish that a declared transaction happened, on the declared date, at the declared price. A transaction list assembled to favor one side will recompute exactly as cleanly as a true one. The six-month window applied is a day-count approximation, not calendar-month arithmetic; a declared exemption excludes a transaction from matching without this pack independently determining whether that exemption applies; and it does not compute a Rule 144 volume-limitation check, which is a named follow-on tool, not built here.

§4 Execution Hash · Workflow Definition Anchor

execution_hash:computing…

Workflow Stages · 2 Nodes · Linear

1 ROOT · RECOMPUTE node

Section 16(b) Short-Swing Profit Recomputation art-573-section16b-short-swing-profit-recompute

Stage 1, the recompute. A declared list of the insider's own transactions in the issuer's equity security, matched under the Smolowe/Gratz lowest-in/highest-out construction within a 183-day approximation of the statutory less-than-six-months window. A caller-declared exemption excludes a transaction from matching without an independent determination. The recomputed matched-pair total is compared against a demand-letter figure where one is supplied, with a MATCHES, DIVERGES, or INDETERMINATE verdict.

MCP Call · recompute_section16b_profit

{
  "jsonrpc": "2.0",
  "method": "tools/call",
  "params": {
    "name": "recompute_section16b_profit",
    "arguments": {
      "insider_ref": "SYNTH-INSIDER-001",
      "issuer_ref": "SYNTH-ISSUER-CO",
      "currency": "USD",
      "insider_status": {
        "officer_or_director": true,
        "ten_pct_owner": false,
        "foreign_private_issuer": false
      },
      "transactions": [
        {"txn_id": "txn-1", "type": "buy", "date": "2026-01-10", "price_minor_units": 1000, "shares": 100},
        {"txn_id": "txn-2", "type": "buy", "date": "2026-02-10", "price_minor_units": 1200, "shares": 50},
        {"txn_id": "txn-3", "type": "sell", "date": "2026-04-01", "price_minor_units": 2000, "shares": 150}
      ],
      "demand_letter_claimed_profit_minor_units": 140000
    }
  },
  "id": 1
}

2 EVIDENCE BUNDLE · FINAL node

Evidence Bundle Tier Labeler art-408-evidence-bundle-tier-labeler

Stage 2, the evidence bundle. The Stage 1 receipt's execution hash wrapped in a shareable bundle and stamped with the SPEC.md §SIDECAR.1 tier label, OCG-Verify, OCG-Execute, or OCG-Prove, that the caller's declared gate results qualify it for. The label re-expresses declared gate outcomes and mints no new trust claim; this node never re-runs the underlying gates itself. Final stage.

MCP Call · assemble_ocg_evidence_bundle

{
  "jsonrpc": "2.0",
  "method": "tools/call",
  "params": {
    "name": "assemble_ocg_evidence_bundle",
    "arguments": {
      "artifact_tool_id": "art-573-section16b-short-swing-profit-recompute",
      "artifact_execution_hash": "<execution_hash from Stage 1>",
      "gate_results": {
        "envelope_well_formed": true,
        "execution_hash_recomputes": true,
        "chain_execution_valid": true,
        "mandate_gates_valid": true,
        "compute_integrity_proof_valid": false
      },
      "proof_refs": []
    }
  },
  "id": 2
}

Reading the Receipt · Three Verdicts, Straight From the Node

Stage 1 emits these three words itself. INDETERMINATE covers both an empty transaction list and a run where no demand-letter figure was supplied to compare against; neither case is guessed toward agreement, and neither is silently treated as a pass or a fail.

MATCHES The independently recomputed matched-pair total agrees with the demand letter's claimed profit figure. Agreement is meaningful because the two figures have independent provenance: the recompute is derived from the declared transaction list, not read from the letter.

DIVERGES The recomputed matched-pair total differs from the claimed figure. The receipt records the difference and every matched pair's own dates, prices, and profit, so the divergence can be traced to a specific pairing rather than argued in the abstract.

INDETERMINATE Either the declared transaction list was empty or unusable, or no demand-letter figure was supplied to compare against. A recomputed total with nothing to compare it to is not a MATCHES by default; it is reported as what it is.

Standing Context · Dated Observations

The lowest-in/highest-out maximal-recovery construction is the widely cited Smolowe v. Delvag Reinsurance / Gratz v. Claughton heuristic, carried in art-573 as a research finding needing independent re-verification against primary case text, not an established fact.

The Holding Foreign Insiders Accountable Act asymmetry is flagged informationally: it makes a foreign private issuer's officers and directors Section 16(a) filers without extending Section 16(b) profit-recovery liability to them. Dated to the FY2026 NDAA, signed 2025-12-18.

A Rule 16b-3 approved-plan exemption, or any other declared exemption, excludes a transaction from matching only because the caller declared it. Neither node determines independently that a declared exemption in fact applies.

The pack declares no regulatory basis. It produces a recompute an issuer's general counsel or an insider's own counsel can put in the file; it does not discharge any duty, and no computed figure resolves a matchability or exemption dispute.

Export Workflow Artifact

Download a §4-compliant workflow artifact with execution hash and step definition. Hash is deterministic over canonical {policy_parameters, output_payload} per RFC 8785/JCS.