D.C. Mun. Regs. tit. 26, r. 26-A1416

Current through Register 71, No. 45, November 7, 2024

Rule 26-A1416 - EXEMPTION FROM SECTION 3(B) OF CERTAIN SECURITIES RECEIVED UPON SURRENDER OF SIMILAR EQUITY SECURITIES

1416.1

Any receipt by a person from an insurer of shares of stock of a class having general voting power, upon the surrender by such person of an equal number of shares of stock of the insurer of a class which does not have general voting power, pursuant to provisions of the insurer's certificate of incorporation, for the purpose of an accompanied simultaneously or followed immediately by the sale of the shares so received, shall be exempt from the operation of Section 3(b) of the Act as a transaction not comprehended within the purpose of this section, if the following conditions exist:

(a) The person receiving the shares is not an officer or director, or the beneficial owner, directly or indirectly, immediately prior to the receipt, of more than ten (10) per cent of an equity security of the insurer:

(b) The shares surrendered and the shares issued upon the surrender shall be of classes which are freely transferable and entitle the holders to participate equally per share in all distributions of earnings and assets;

(c) The surrender and issuance are made pursuant to provisions of a certificate of incorporation which required that the shares issued upon the surrender shall be registered upon issuance in the name of a person(s) other than the holder of the shares surrendered and may be required to be issued as of right only in connection with the public offering, sale and distribution of the shares and the immediate sale by the holder of the shares for that purpose, or in connection with a gift of the shares;

(d) Neither the shares so surrendered nor any shares of the same class, nor other shares of the same class as those issued upon the surrender, have been or are purchased (otherwise than in a transaction exempted by this section), by the person surrendering the shares, within six (6) months before or after the surrender or issuance.

D.C. Mun. Regs. tit. 26, r. 26-A1416