Or. Admin. Code § 836-024-0120 - Ownership of more than 10 percent of an equity security
(1) When it is to be determined for the
purpose of ORS 732.430 whether a person is the
beneficial owner, directly or indirectly, of more than 10 percent of any class
of any equity security, the class of the equity security consists of the total
amount of the class outstanding, except for any securities of the class held by
or for the account of the insurer or subsidiary of the insurer. To determine
the percentage ownership of voting trust certificates or certificates of
deposit for equity securities, however, the class of voting trust certificates
or certificates of deposit consists of the amount of voting trust certificates
or certificates of deposit issuable with respect to the total amount of
outstanding equity securities of the class that may be deposited under the
voting trust agreement or deposit agreement in question, regardless of whether
all of the outstanding securities have been so deposited. For the purpose of
this rule, a person acting in good faith may rely on the information contained
in the latest Annual Statement filed with the Director of the Department of
Consumer and Business Services with respect to the amount of securities of a
class outstanding or in the case of voting trust certificates or certificates
of deposit the amount issuable.
(2)
When it is to be determined for the purpose of ORS
732.430 whether a person is the
beneficial owner, directly or indirectly, of more than 10 percent of any class
of equity securities, the person is considered to be the beneficial owner of
securities of any class that the person has a right to acquire through the
exercise of presently exercisable options, warrants or rights or through the
conversion of presently convertible securities. A security that is subject to
such an option, warrant, right or conversion privilege held by a person is
considered to be outstanding for the purpose of computing, in accordance with
section (1) of this rule, the percentage of outstanding securities of the class
owned by the person. The security, however, is not considered to be outstanding
for the purpose of computing the percentage of the class owned by another
person.
(3) Section (2) of this
rule does not relieve any person of a duty to comply with ORS
732.430 with respect to any
equity securities consisting of options, warrants, rights or convertible
securities that are otherwise subject as a class under 732.430.
Notes
Stat. Auth: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450, 732.455
Stats. Implemented: ORS 732.420 - 732.455
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