Ohio Admin. Code 3901-1-05
The purpose of this rule is to promulgate procedures and forms to be adhered to in filing initial statements of changes in beneficial ownership of any equity security. Effective April 4, 1985, division (A) of section 3901.31 of the Revised Code was amended to exclude from application of this filing requirement domestic stock insurance companies which are wholly owned subsidiaries of an insurance holding company system.
This rule is promulgated pursuant to the authority vested in the superintendent under division (H) of section 3901.31 of the Revised Code, which empowers the superintendent to adopt, amend, and rescind rules, pursuant to Chapter 119. of the Revised Code, which will enable the superintendent to carry out the duties imposed by section 3901.31 of the Revised Code. Division (A) of section 3901.31 of the Revised Code requires every person who is directly or indirectly the beneficial owner of more than ten per cent of any class of any equity security of a domestic stock insurance company or who is a director or officer of such company to file with the superintendent of insurance on or before January 31, 1966, or within ten days after the person becomes such beneficial owner, director, or officer, a statement in such form as the superintendent of insurance may prescribe of the amount of all equity securities of such company of which the person is the beneficial owner, and within ten days after the close of each calendar month thereafter, if there has been a change in such ownership during such month, to file with the superintendent of insurance a statement, in such form as the superintendent of insurance may prescribe, indicating the person's ownership at the close of the calendar month and such changes in the person's ownership as have occurred during such calendar month.
Indicate clearly the relationship of the reporting person to the company; for example, "director," "director and vice president," "beneficial owner of more than ten per cent of the company's common stock," etc.
The information as to beneficial ownership of securities shall be given as of the date on which the event occurred which requires the filing of a statement on this form; for example, when the person whose ownership is reported became a director or officer of the company or a beneficial owner of more than ten per cent of the company's equity securities.
The statement of the title of a security shall be such as clearly to identify the security even though there may be only one class; for example, "Class A Common," "5% Debentures Due 1965," etc.
Under "nature of ownership," state whether ownership of the securities is "direct" or "indirect." If the ownership is indirect, i.e., through a partnership, corporation, trust or other entity, indicate in a footnote, or other appropriate manner, the name or identity of the medium through which the securities are indirectly owned. The fact that securities are held in the name of a broker or other nominee does not, of itself constitute indirect ownership. Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership.
In stating the amount of securities beneficially owned, give the face amount of debt securities or the number of shares or other units of other securities. In the case of securities owned indirectly, the entire amount of securities owned by the partnership, corporation, trust or other entity, shall be stated. The person whose ownership is reported may, if he so desires, also indicate in a footnote, or other appropriate manner, the extent of his interest in the partnership, corporation, trust or other entity.
A statement may include any additional information or explanation deemed relevant by the person filing statement.
Indicate clearly the relationship of the reporting person to the company; for example, "director," "director and vice president," "beneficial owner of more than ten per cent of the company's common stock," etc.
Every transaction shall be reported even though purchases and sales during the month are equal or the change involves only the nature of ownership; for example, from direct or indirect ownership. Beneficial ownership at the end of the month of all classes of securities required to be reported shall be shown even though there has been no change during the month in the ownership of securities of one or more classes.
The statement of the title of the security shall be such as to clearly identify the security even though there may be only one class; for example, "Class A Common," "5% Debentures Due 1965," etc.
The exact date (month, day and year) of each transaction shall be stated opposite the amount involved in the transactions.
In stating the amount of the securities acquired, disposed of, or beneficially owned, give the face stated. The person whose ownership is reported may, if he so desires, also indicate in a footnote, or other appropriate manner, the extent of his interest in the transaction or holdings of the partnership, corporation, trust or other entity.
Under "nature of ownership," state whether ownership of the securities is "direct" or "indirect." If the ownership is indirectly, i.e., through a partnership, corporation, trust or other entity, indicate in a footnote, or other appropriate manner, the name or identity of the medium through which the securities are indirectly owned. The fact that securities are held in the name of the broker or other nominee does not, of itself, constitute indirect ownership. Securities owned indirectly shall be reported on separate lines from securities owned directly and from securities owned through a different type of indirect ownership.
If the transaction was with the issuer of the securities, so state. If it involved the purchase of securities through the exercise of options, so state and give the exercise price per share. If any other purchase or sale was effected otherwise than in the open market, the fact shall be indicated. If the transaction was not a purchase or sale, indicate its character; for example, gift, stock dividend, etc., as the case may be. The foregoing information may be appropriately set forth in the table or under "remarks" at the end of the table.
A statement may include any additional information or explanation deemed relevant by the person filing the statement.
Division (B) of section 3901.99 of the Revised Code provides that "Whoever violates any law relating to the superintendent of insurance, or any law of this state, relating to insurance as defined in division (A)(1) of section 3901.04 of the Revised Code for the violation of which no penalty is otherwise provided in the Revised Code, shall be fined not more than twenty-five thousand dollars, imprisoned not more than six months, or both."
If any paragraph, term or provision of this rule is adjudged invalid for any reason, the judgment shall not affect, impair or invalidate any other paragraph, term or provision of this rule, but the remaining paragraphs, terms and provisions shall be and continue in full force and effect.
Ohio Admin. Code 3901-1-05
Five Year Review (FYR) Dates: 8/30/2019 and 08/30/2024
Promulgated Under: 119.03
Statutory Authority: 3901.31, 3901.041, 3913.37
Rule Amplifies: 3901.31
Prior Effective Dates: 03/20/1972, 12/20/1976, 08/20/1994, 03/21/2005