Or. Admin. Code § 441-049-1011 - Scope and Definitions

(1)

(a) Scope of rule. The Notice Filing Rules (OAR 441-049-1011 to 441-049-1051) provide Oregon procedures for notice filings and renewals under ORS 59.049.

(b) Application of Notice Filing Rules:

(A) An offering under the Notice Filing Rules does not have to comply with OAR 441 Division 065 Registration of Securities or 441 Division 070 Renewal of Securities Registrations; and

(B) An effective offering under former OAR 441-025-0045 or an effective registered offering that qualifies for the Notice Filing Rules shall become subject to the Notice Filing Rules when the person that previously filed under former 441-025-0045 or securities offering registrant files under the notice filing renewal procedures in 441-049-1021(6).

(2) Definitions. As used in the Notice Filing Rules:

(a) "Federal Crowdfunding Offering" means a security that is a federal covered security under section 18(b)(4)(C) of the Securities Act of 1933 by virtue of the fact that the offering is exempt under Sections 4(a)(6) of the Securities Act of 1933, as amended, and Regulation Crowdfunding promulgated thereunder ( 17 CFR § 227) or will be such a covered security upon completion of the transaction, and the issuer either has its principal place of business in Oregon, or sells 50% or greater of the aggregate amount of the offering to residents of Oregon;

(b) "Investment company notice filing" means a filing by a mutual fund, unit investment trust or other investment company, that covers a security that would be a federal covered security pursuant to section 18(b)(2) of the Securities Act of 1933, as amended;

(c) "NASAA" means the North American Securities Administrators Association Inc.;

(d) "NASAA Form NF" means the Uniform Investment Company Notice Filing form adopted by the NASAA;

(e) "Notice Filing Rules" means the rules in OAR 441-049-1011 to 441-049-1051;

(f) "Offering to qualified purchaser," "federally exempt security" or "federally exempt transactions" means offerings of federal covered securities that are subject to section 18(b)(3) or 18(b)(4) of the Securities Act of 1933, as amended, but does not include section 18(b)(4)(E) of that Act;

(g) "Rule 506 offering" means an offering of federal covered securities that is subject to section 18(b)(4)(E) of the Securities Act of 1933, as amended;

(h) "SEC" means the Securities and Exchange Commission; and

(i) "SEC Form D" means" Form D; Notice of Exempt Offering of Securities.

Notes

Or. Admin. Code § 441-049-1011

FCS 3-1998, f. & cert. ef. 7-2-98; FSR 2-2017, f. 1-31-17, cert. ef. 2/1/2017; FSR 2-2018, amend filed 01/30/2018, effective 2/1/2018

Forms referenced are available from the agency.

Statutory/Other Authority: ORS 59.049 & 17 CFR § 227

Statutes/Other Implemented: ORS 59.049