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054.00.3-II. REGULATIONS UNDER SECTION 1 OF THE ACT

AR ADC 054.00.3-IIArkansas Administrative Code

West's Arkansas Administrative Code
Title 054. Insurance Department
Division 00.
Rule 3. Insider Trading in Equity Securities of Domestic Stock Insurers
Part 2. Regulations
Ark. Admin. Code 054.00.3-II
054.00.3-II. REGULATIONS UNDER SECTION 1 OF THE ACT
§ 1-1. Filing of statements
(a) Initial statements of beneficial ownership of equity securities required by Section 1 of the Act shall be filed on Form A, attached hereto. Statements of changes in such beneficial ownership required by Section 1 shall be filed on Form B, attached hereto. All such statements shall be prepared and filed in accordance with the requirements of the applicable form.
(b) Any director or officer who is required to file a statement on Form B with respect to any change in his beneficial ownership of equity securities which occurs within six (6) months after he became a director or officer of the insurer or within six (6) months after equity securities of such insurer first became registered pursuant to Section 1 of the Act, shall include in the first such statement the information called for by Form B with respect to all changes in his beneficial ownership of equity securities of such insurer which occurred within six (6) months prior to the date of the changes which require the filing of such statements.
(c) Any person who has ceased to be a director or officer of an insurer which has equity securities registered pursuant to Section 1 of the Act, or who is a director or officer of an insurer at the time it ceased to have any equity securities so registered, shall file a statement on Form B with respect to any change in his beneficial ownership of equity securities of such insurer which shall occur on or after the date on which he ceased to be such director or officer or the date on which the insurer ceased to have any equity securities so registered, as the case may be, if such change shall occur within six (6) months after any change in his beneficial ownership of such securities prior to such date. The statement on Form B shall be filed within ten (10) days after the end of the month in which the reported change in beneficial ownership occurs.
§ 1-2. Ownership of more than 10 per cent of an equity security
(a) In determining for the purpose of Section 1 of the Act whether a person is the beneficial owner, directly or indirectly, of more than 10per cent of any class of any equity security, such class shall be deemed to consist of the total amount of such class outstanding, exclusive of any securities of such class held by or for the account of the insurer or a subsidiary of the insurer; except that for the purpose of determining percentage ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist of the amount of voting trust certificates or certificates of deposit issuable with respect to the total amount of outstanding equity securities of the class which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of such outstanding securities have been so deposited. For the purpose of this section, a person acting in good faith may rely on the information contained in the latest Convention Form Statement filed with the Commissioner with respect to the amount of securities of a class outstanding or, in the case of voting trust certificates or certificates of deposit, the amount thereof issuable.
(b) In determining for the purpose of Section 1 of the Act whether a person is the beneficial owner, directly or indirectly, of more than 10 per cent of any class of equity securities, such person shall be deemed to be the beneficial owner of securities of such class which such person has the right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities. The securities subject to such options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing, in accordance with paragraph (a), the percentage of outstanding securities of the class owned by such person but shall not be deemed outstanding for the purpose of computing the percentage of the class owned by any other person. This paragraph shall not be construed to relieve any person of any duty to comply with Section 1 of the Act with respect to any equity securities consisting of options, warrants, rights or convertible securities which are otherwise subject as a class to that section of the Act.
§ 1-3. Disclaimer of beneficial ownership
Any person filing a statement may expressly declare therein that the filing of such statement shall not be construed as an admission that such person is, for the purpose of the Act, the beneficial owner of any equity securities covered by the statement.
§ 1-4. Exemptions from sections 1 and 2 of the act
(a) During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from Sections 1 and 2 of the Act:
(1) Executors or administrators of the estate of a decedent;
(2) Guardians or committees for an incompetent; and
(3) Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar persons duly authorized by law to administer the estate or assets of other persons.
(b) After the 12-month period following their appointment or qualification the foregoing persons shall be required to file reports with respect to the securities held by the estates which they administer under Section 1 of the Act and shall be liable for profits realized from trading in such securities pursuant to Section 2 of the Act only when the estate being administered is a beneficial owner of more than 10 per cent of any class of equity security of an insurer subject to the Act.
(c) Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from Sections 1 and 2 during the time they are held by the insurer.
§ 1-5. Exemption from the act of securities purchased or sold by odd-lot dealers
Securities purchased or sold by an odd-lot dealer (1) in odd lots so far as reasonably necessary to carry on odd-lot transactions or (2) in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, shall be exempt from the provisions of the Act with respect to participation by such odd-lot dealer in such transactions.
§ 1-6. Certain transactions subject to section 1 of the act
The acquisition or disposition of any transferable option, put, call, spread or straddle shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a statement reflecting the acquisition or disposition of such privilege. Nothing in this section, however, shall exempt any person from filing the statements required upon the exercise of such option, put, call, spread or straddle.
§ 1-7. Ownership of securities held in trust
(a) Beneficial ownership of a security for the purpose of Section 1 shall include:
(1) the ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust,
(2) the ownership of a vested beneficial interest in a trust, and
(3) the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.
(b) Except as provided in paragraph (c) hereof, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of Section 1 where less than twenty per cent in market value of the securities having a readily ascertainable market value held by -such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from Section 1 with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of Section 1.
(c) In the event that 10 per cent of any class of any equity security of an insurer is held in a trust, that trust and the trustees thereof as such shall be deemed a person required to file the reports specified in Section 1 of the Act.
(d) Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or ten per cent stockholders who are either trustees, settlors, or beneficiaries of a trust, provided that the report filed shall disclose the names of all trustees, settlors and beneficiaries who are officers, directors or ten per cent stockholders. A person having an interest only as a beneficiaty of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustee of such trust will file whatever reports might otherwise be required of such beneficiary.
(e) As used in this section the “immediate family” of a trustee means:
(1) a son or daughter of the trustee, or a descendant of either,
(2) a stepson or stepdaughter of the trustee,
(3) the father or mother of the trustee, or an ancestor of either,
(4) a stepfather or stepmother of the trustee,
(5) a spouse of the trustee.
For the purpose of determining whether any of the foregoing relations exists, a legally adopted child of a person shall be considered a child of such person by blood.
(f) In determining, for the purposes of Section 1 of the Act, whether a person is the beneficial owner, directly or indirectly, of more than 10 per cent of any class of any equity security, the interest of such person in the remainder of a trust shall be excluded from the computation.
(g) No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under Section 1, with respect to his indirect interest in portfolio securities held by:
(1) a pension or retirement plan holding securities of an insurer whose employees generally are the beneficiaries of the plan,
(2) a business trust with over 25 beneficiaries.
(h) Nothing in this section shall be deemed to impose any duties or liabilities with respect to reporting any transaction or holding prior to its effective date.
§ 1-8. Exemption for small transactions
(a) Any acquisition of securities shall be exempt from Section 1 where
(1) The person effecting the acquisition does not within six months thereafter effect any disposition, otherwise than by way of gift, of securities of the same class, and
(2) The person effecting such acquisition does not participate in acquisitions or in dispositions of securities of the same class having a total market value in excess of $3,000 for any six months' period during which the acquisition occurs.
(b) Any acquisition or disposition of securities by way of gift, where the total amount of such gifts does not exceed $3,000 in market value for any six months' period, shall be exempt from Section 1 and may be excluded from the computations prescribed in paragraph (a) (2).
(c) Any person exempted by paragraph (a) or (b) of this section shall include in the first report filed by him after a transaction within the exemption a statement showing his acquisitions and dispositions for each six months' period or portion thereof which has elapsed since his last filing.
§ 1-9. Exemption from section 2 of the act of transactions which need not be reported under section 1
Any transaction which has been or shall be exempted from the requirements of Section 1 of the Act shall, insofar as it is otherwise subject to the provisions of Section 2, be likewise exempted from Section 2.
Current with amendments received through May 15, 2024. Some sections may be more current, see credit for details.
Ark. Admin. Code 054.00.3-II, AR ADC 054.00.3-II
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