1. (1) Any sale of a subscription right to acquire any subject security of the same insurer is exempt from ORS 732.435, as provided in this rule, as not comprehended within the purpose of that statute, if:

   1. (a) The subscription right is acquired, directly or indirectly, from the insurer without the payment of consideration;
   2. (b) The subscription right by its terms expires within 45 days after issuance of the subscription;
   3. (c) The subscription right by its terms is issued on a pro rata basis to all holders of the beneficiary security of the insurer; and
   4. (d) A registration statement under the securities Act of 1933 is in effect as to each subject security, or the applicable terms of any exemption from registration have been met with respect to each subject security.

2. (2) As used in this rule:

   1. (a) ”Beneficiary security” means a security registered pursuant to section 12 of the federal Securities Exchange Act, to the holders of which a subscription right is granted.
   2. (b) “Subject security” means a security that is the subject of a subscription right.
   3. (c) “Subscription right” means any warrant or certificate evidencing a right to subscribe to or otherwise acquire an equity security.
3. (3) If a person purchases subscription rights for cash or other consideration, then a sale by the person of subscription rights otherwise exempted by this rule is not exempted to the extent of the purchases within the six-month period preceding or following the sale.

Statutory/Other Authority

ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455

Statutes/Other Implemented

ORS 732.420 - 732.455

History

ID 16-2006, f. & cert. ef. 8-7-06