Mich. Admin. Code R. 500.531 – Exemption of transactions involving conversion of equity securities. | Midpage
Rule 500.531
Mich. Admin. Code R. 500.531
Exemption of transactions involving conversion of equity securities.
(By authority conferred on the commissioner of insurance by sections 210 and 4424(6) of Act No. 218 of the Public Acts of 1956, as amended, being SS500.210 and 500.4424(6) of the Michigan Compiled Laws)Insurance
(1) Any acquisition or disposition of an equity security involved in the conversion of an equity security which, by its terms or pursuant to the terms of the insurer's charter or other governing instruments, is convertible immediately or after a stated period of time into another equity security of the same insurer, is exempt from the operation of section 5283 of the act. This rule shall not apply to the extent that there shall have been either (a) a purchase of any equity security of the class convertible, including any acquisition of or change in a conversion privilege, and a sale of any equity security of the class issuable upon conversion, or (b) a sale of any equity security of the class convertible and any purchase of any equity security issuable upon conversion, otherwise than in a transaction involved in the conversion or in a transaction exempted by any other provision of R 500.521 to R 500.531, within a period of less than 6 months which includes the date of conversion.
(2) For the purpose of this rule, an equity security shall not be deemed to be acquired or disposed of upon conversion of an equity security if the terms of the equity security converted require the payment or entail the receipt, in connection with such conversion, of cash or other property other than equity securities involved in the conversion, equal in value at the time of conversion to more than 15% of the value of the equity security issued upon conversion.
(3) For the purpose of this rule, an equity security shall be deemed convertible if it is convertible at the option of the holder or of some other person or by operation of the terms of the security or the governing instruments.