Authority: IC 4-33-4; IC 4-35-4

Affected: IC 4-33; IC 4-35

Sec. 4. (a) A person (other than an institutional investor who complies with subsection (c)) who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of five percent (5%) or more of:

1. (1) a class of voting securities of a publicly traded corporation that is required to contain the charter provisions set forth in 68 IAC 4-1-8; or
2. (2) the beneficial interest in a casino licensee, casino license applicant, or supplier licensee, directly or indirectly, through a class of voting securities of a holding or intermediary company of a casino licensee, casino license applicant, or supplier licensee;

shall apply to the commission for a finding of suitability within forty-five (45) days after acquiring the securities. A casino licensee or supplier licensee shall notify each person who is subject to this section of its requirements, provided that the obligations of the person subject to this rule are independent of, and unaffected by, the corporation's failure to give notice.

(b) An institutional investor who, individually or in association with others, acquires, directly or indirectly, beneficial ownership of five percent (5%) or more of:

1. (1) a class of voting securities of a publicly traded corporation that is required to contain the charter provisions set forth in 68 IAC 4-1-8; or
2. (2) the beneficial interest in a casino licensee, casino license applicant, or supplier licensee through a class of voting securities of a holding company or intermediary company of a casino licensee, casino license applicant, or supplier licensee;

must notify the commission within thirty (30) business days after the person acquires the securities.

(c) An institutional investor who would otherwise be subject to subsection (a) shall, within forty-five (45) days after acquiring the interests set forth in subsection (b), submit a registration document in a form and manner prescribed by commission staff.

(d) An institutional investor who, individually or in association with others, acquires, directly or indirectly, the beneficial ownership of fifteen percent (15%) or more of:

1. (1) a class of voting securities of a publicly traded corporation that is required to contain the charter provisions set forth in 68 IAC 4-1-8; or
2. (2) the beneficial interest in a casino licensee, casino license applicant, or supplier licensee directly or indirectly, through any class of voting securities of a holding company or intermediary company of a casino licensee or supplier licensee;

shall apply to the commission for a finding of suitability within forty-five (45) days after acquiring the securities. A casino licensee or supplier licensee shall notify each person who is subject to this section of its requirements, provided that the obligations of the person subject to this rule are independent of, and unaffected by, the corporation's failure to give notice.

(e) The commission may require that an applicant for an ownership interest apply for a finding of suitability in accordance with this rule if the commission deems the finding of suitability necessary to ensure compliance with IC 4-33, IC 4-35, and this title.

(f) The following activities are consistent with being an institutional investor under this section:

1. (1) Voting, directly or indirectly, through the delivery of a proxy furnished by the board of directors, on all matters voted on by the holders of the voting securities.
2. (2) Serving as a member of a committee of creditors or security holders formed in connection with a debt restructuring.
3. (3) Nominating a candidate for election or appointment to the board of directors in connection with a debt restructuring.
4. (4) Accepting appointment or election as a member of the board of directors in connection with a debt restructuring and serving in that capacity until the conclusion of the member's term.
5. (5) Making financial and other inquiries of management of the type normally made by securities analysts for information purposes and not to cause a change in its management, policies, or operations.
6. (6) Other activities that the commission determines to be consistent with an investment intent.

(g) A person who acquires beneficial ownership of any voting security in a casino licensee, casino license applicant, supplier licensee, holding company, or intermediary company of a casino licensee, casino license applicant, or supplier licensee created under the laws of a foreign country shall file the reports that the commission may prescribe and is subject to a finding of suitability under IC 4-33, IC 4-35, and 68 IAC 2-1-5(c).

(h) A person whose application was denied by the commission:

1. (1) may not hold, directly or indirectly, the beneficial ownership of any voting security of a casino licensee, casino license applicant, supplier licensee, holding company, or intermediary company thereof beyond that period of time prescribed by the commission; and
2. (2) must be removed immediately from a position as a director, officer, or employee of the casino licensee, casino license applicant, supplier licensee, holding company, or intermediary company thereof.

(i) Subsections (a), (b), and (d) do not apply to an underwriter during the first ninety (90) days of the underwriting.

(Indiana Gaming Commission; 68 IAC 5-1-4; filed Dec 11, 1995, 4:30 p.m.: 19 IR 1031; errata filed Nov 30, 1995, 1:00 p.m.: 19 IR 1140; readopted filed Nov 25, 2002, 10:11 a.m.: 26 IR 1261; readopted filed Nov 14, 2008, 12:51 p.m.: 20081210-IR- 068080730RFA; filed Dec 6, 2012, 2:32 p.m.: 20130102-IR-068110786FRA; readopted filed Sep 19, 2018, 4:09 p.m.: 20181017-IR-068180283RFA; readopted filed Oct 1, 2024, 9:32 a.m.: 20241030-IR-068230797RFA)