Section R590-68-15 - Exemption from Subsection 31A-5-303(2) of Certain Transactions in Connection With a Distribution(1) A transaction of purchase and sale, or sale and purchase, of a security in connection with the distribution of a substantial block of securities is exempt from Subsection 31A-5-303(2), to the extent specified in this section, upon the following conditions: (a) the person carrying out the transaction is engaged in the business of distributing securities and is participating in good faith in the ordinary course of business in the distribution of a block of securities;(b) the security involved in the transaction is:(i) a part of a block of securities and is acquired by the person carrying out the transaction with a view to distribution from the insurer or other person on whose behalf securities are being distributed, or from a person who is participating in good faith in the distribution of a block of securities; or(ii) a security purchased in good faith by or for the account of the person carrying out the transaction for the purpose of stabilizing the market price of securities of the class being distributed, or to cover an over-allotment or other short position created in connection with the distribution; and(c) other persons not within the purview of Section 31A-5-303 are participating in the distribution of a block of securities on terms at least as favorable as those that a person is participating and to an extent at least equal to the aggregate participation of persons exempted from Section 31A-5-303.(2) The performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing these functions does not preclude an exemption that is available under this section.(3) The exemption of a transaction under this section regarding the participation of one party may not make the transaction exempt with respect to participation of any other party unless the other party also meets the conditions of this section.Utah Admin. Code R590-68-15
Adopted by Utah State Bulletin Number 2023-12, effective 6/9/2023