1. (1) When a person is entitled, as an incident to ownership of an issued security and without the payment of consideration, to receive another security “when issued” or “when distributed,” the security to be acquired is exempt from ORS 732.440 if:

   1. (a) The sale is made subject to the same conditions as those attaching to the right of acquisition;
   2. (b) The person exercises reasonable diligence to deliver the security to the purchaser promptly after the person’s right of acquisition matures; and
   3. (c) The person reports the sale on the appropriate form for reporting transactions by persons subject to ORS 732.430.
2. (2) This rule does not exempt transactions involving both a sale of a security “when issued” or “when distributed” and a sale of the security by virtue of which the seller expects to receive the “when issued” or “when-distributed” security, if the two transactions combined result in a sale of more units than the aggregate of those owned by the seller plus those to be received by the seller pursuant to the right of acquisition.

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