For purposes of the exemption from registration set forth in Section 1-202.15 of the Securities Act, the term "existing security holder" shall not include a person who is a security holder of an issuer only by the receipt of securities as a gift by said issuer; consequently, the exemption from registration set forth in Section 1-202.15 of the Securities Act would not be available in connection with transactions to such security holders. For purposes of this rule, a distribution of securities shall be deemed to be a gift if the security holder does not give consideration in exchange for the securities.
Okla. Admin. Code § 660:11-11-42