With no explanation, chose the best option from "A", "B", "C" or "D". 8600, 70 Fed.Reg. 46080, 46082 n. 32 (Aug. 9, 2005) (“With respect to shareholder, board and Non-Employee Director committee approval, Rule 16b-3(d) requires approval in advance of the transaction.” (emphasis added)). The district court characterized Roth’s argument as a claim that backdating makes the Rule 16 — 3(d)(1) exemption per se inapplicable to the backdated transactions, and rejected it along with Roth’s other efforts to establish that his complaint adequately alleged the non-applicability of Rule 16 — 3(d)(1). The district court therefore dismissed the complaint, and Roth timely appeals. Ill We doubt that Roth had an obligation to affirmatively plead the inapplicability of any exemption to § 16(b). See Rheem Manufacturing Co. v. R.S. Rheem, 295 F.2d 473, 477 (9th Cir.1961) (<HOLDING>); see also Sorrell v. SEC, 679 F.2d 1323, 1326

A: holding that a corporate insider must abstain from trading in shares of his own corporation unless he has first disclosed the material information known to him not because of the relationship between the buyer and seller but because of the relationship of trust and confidence between the shareholders and the insider who obtained the confidential information by reason of his position with that corporation that relationship gives rise to a duty to disclose because of the need to prevent the insider from taking unfair advantage of the uninformed minority stockholders
B: holding one who claims tax exemption has burden of showing entitlement to exemption
C: holding act qualifies as exemption statute under exemption 3
D: holding that an insider claiming he was exempt from liability under  16b had the burden of bringing himself within the exemption
D.