10 Pa. Code § 203.011 - Nonissuer transactions

(a) The exemption contained in section 203(a) of the act (70 P.S. § 1-203(a)) is available for transactions in a security which are not directly or indirectly for the benefit of the issuer or an affiliate of the issuer of the subject security. By way of illustration, an offering of securities is indirectly for the benefit of the issuer or an affiliate if any part of the proceeds of the transaction will be received indirectly by the issuer or an affiliate.

(b) A transaction that is part of a single plan of distribution which involves a distribution by an issuer of its securities to the public will not be considered a nonissuer transaction for purposes of section 203(a) of the act.

Notes

10 Pa. Code § 203.011

The provisions of this § 203.011 adopted May 10, 1974, effective 5/11/1974, 4 Pa.B. 916; transferred and renumbered from 64 Pa. Code § 203.011, December 14, 2012, effective 12/15/2012, 42 Pa.B. 7533; amended January 12, 2018, effective 1/13/2018, 48 Pa.B. 389.

The provisions of this § 203.011 amended under section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); section 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. § 1-609(a)); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).