Okla. Admin. Code § 660:11-11-3

Current through Vol. 41, No. 19, June 17, 2024

Section 660:11-11-3 - Number of purchasers

(a)Exclusions. For purposes of computing the number of persons to whom sales of the issuer's securities are made pursuant to Sections 1-202.14 and 1-202.16 of the Securities Act, sales to the following purchasers shall be excluded:

(1) any relative, spouse or relative of the spouse of a purchaser who has the same principal residence as such purchaser;

(2) any trust or estate in which a purchaser and any of the persons related to him as specified in (1) of this subsection or (3) of this subsection collectively have more than 50% of the beneficial interest (excluding contingent interests);

(3) any corporation or other organization of which a purchaser and any of the persons related to him as specified in (1) or (2) of this subsection collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests.

(b)Entities as purchasers. A corporation, partnership, or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor as defined in Section 501 of Regulation D, then, each beneficial owner of equity interests or equity securities in such entity shall count as a separate purchaser.

(c)Sales to certain clients or customers. Sales to clients of an investment adviser, customers of a broker or dealer, a trust administered solely by a bank trust department or persons with similar relationships, shall be considered as separate sales for purposes of this section regardless of the amount of discretion given to the investment adviser, broker or dealer, bank trust department, or other persons to act on behalf of the client, customer or trust.

(d)Joint or common ownership. A sale to persons who acquire the securities as joint tenants, or as tenants in common, shall be counted as sales to each tenant unless otherwise covered by the rules of attribution provided by this section.

Okla. Admin. Code § 660:11-11-3

Added at 21 Ok Reg 2532, eff 7-1-04