Utah Admin. Code 590-68-4

Current through Bulletin 2024-19, October 1, 2024

Section R590-68-4 - Securities Held of Record

(1) This section sets forth the method for determining whether the equity securities of an insurer are held of record by 100 or more persons.

(2) Securities are held of record by each person identified as the owner of the securities on records of security holders maintained by or on behalf of the insurer, subject to the following:

(a) where the records of a security holder are not maintained in accordance with an accepted practice, an additional person who is identified as an owner on the records if they are maintained in accordance with an accepted practice are included as a holder of the record;

(b) securities are held by one person if they are identified as held of record:

(i) by two or more persons as co-owners;

(ii) by a corporation;

(iii) by a partnership;

(iv) by a trust, whether or not the trustees are named;

(v) by another organization;

(vi) by one or more persons as trustees, executors, guardians, or custodians; or

(vii) in other fiduciary capacities with respect to a single trust, estate, or account;

(c) each outstanding unregistered or bearer certificate is included as held of record by a separate person, except to the extent that the insurer can establish that, if the securities were registered, they are held of record, under this rule, by a lesser number of persons; and

(d) securities registered in substantially similar names where the insurer has reason to believe that the names represent the same person, because of the address or other indications, may be included as held of record by one person.

(3)

(a) Notwithstanding Subsections (1) and (2):

(i) securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement, or similar arrangement, are included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts, or similar evidences of interest in the securities; and

(ii) if the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of the Securities Exchange Act of 1934, 15 U.S.C. 78a, et seq, the beneficial owners of the securities are the record owners.

(b) An insurer may rely in good faith on such information as is received in response to its request from a nonaffiliated insurer of the certificates or evidence of interest.

Utah Admin. Code R590-68-4

Adopted by Utah State Bulletin Number 2023-12, effective 6/9/2023