considering making an investment in, has made an investment in, or is considering an acquisition of such
other public company).
■You must not trade any stocks or bonds or trade in derivative securities such as put and call options if you
are aware of MNPI.
Persons Subject to this Policy.
This policy applies to all directors, officers and other employees of Jefferies and its subsidiaries. This policy also
applies to your family members who reside with you, anyone else who lives in your household, any family
members who do not live in your household but whose transactions in Jefferies securities are directed by you or
are subject to your influence or control, such as parents or children who consult with you before they trade in
Jefferies securities (collectively referred to as “Family Members”).
You are responsible for the transactions of these other persons and therefore should make them aware of the
need to confer with you before they trade in any Jefferies securities. This policy also applies to any entities that
are under your or your Family Members’ influence or control, including corporations, partnerships or trusts.
Consequences of Non-Compliance
Individuals who violate the insider trading laws can be liable for a civil fine of up to three times the profit gained or
loss avoided and criminal penalties up to $5 million, including a jail term of up to 25 years, disgorgement of profits
and can be barred from serving as an officer or director of Jefferies or any other company filing reports with the
SEC. Companies and supervisory personnel who fail to prevent such illegal trading may face civil penalties of the
greater of $1 million or three times the profit gained, regulatory actions and criminal penalties.
In addition, failure to comply with this policy will result in disciplinary action that may include termination.
Material Nonpublic Information ("MNPI")
"Material" information refers to any information that a reasonable investor would consider important in making a
decision to buy, sell, hold, or vote securities, given the total mix of available information in the marketplace. In
simple terms, material information is any type of information that reasonably could be expected to affect the price
of a company’s securities or that would be likely to be considered important by investors who are considering
trading in that company’s securities. Certainly, if such information makes you want to buy or sell a company's
securities, it would probably have the same effect on others. "Nonpublic" information is simply information that has
not been disclosed to the general public. This sort of information only becomes public after it is released to the
public and the market has had time to absorb and adjust to the information. What constitutes "public disclosure"
will vary on a case-by-case basis.
MNPI may include (but is not limited to) information about: dividend increases or decreases; earnings or earnings
estimates; changes in previously released earnings or estimates; write downs of assets; additions to reserves for
bad debts; expansion or curtailment of operations; increases or declines in orders; new products or discoveries;
borrowing; litigation; liquidity problems; management developments; contests for corporate control; public
offerings of securities; changes of ratings of debt securities; proposed transactions such as refinancings; tender
offers, recapitalizations, leveraged buyouts, acquisitions, mergers, restructurings or purchases or sales of
assets; advance knowledge of unannounced government action that is likely to have an effect on the market;
knowledge of cyber security incidents; knowledge of unannounced events that will affect one or more companies