58 Pa. Code § 433a.5 - Institutional investors
(a) An
institutional investor may file an Institutional Investor Notice of Ownership
Form and Passive Investor Affirmation with the Bureau of Licensing instead of
applying for principal licensure required under this chapter, if:
(1) The institutional investor owns or
beneficially owns more than 5% but less than 20% of the outstanding voting
securities of a publicly traded corporation that is a principal affiliate of a
manufacturer, manufacturer designee, supplier licensee or applicant and has
filed and remains eligible to file a statement of beneficial ownership on
Schedule 13G with the SEC as a result of the institutional investor's ownership
interest in the publicly traded corporation.
(2) The institutional investor owns or
beneficially owns more than 5% but less than 10% of the outstanding voting
securities of a publicly traded corporation that is a principal affiliate of a
slot machine or management company licensee and has filed and remains eligible
to file a statement of beneficial ownership on Schedule 13G with the SEC as a
result of the institutional investor's ownership interest in the publicly
traded corporation. In addition to filing an Institutional Investor Notice of
Ownership Form and Passive Affirmation, if an institutional investor seeks to
own 10% or more but less than 20% of the outstanding voting securities of a
publicly traded corporation that is a principal affiliate of a slot machine or
management company licensee:
(i) The
institutional investor seeking to acquire the interest shall promptly provide
information requested by the Bureau relating to the institutional investor, its
operations and sources of funds. The information provided to the Bureau will be
deemed confidential when submitted.
(ii) Within 5 days of receipt of all
requested information, the Bureau will issue a written response relating to the
proposed acquisition. If the Bureau does not cite an objection, the transaction
may thereafter be consummated. If the Bureau objects to the acquisition, the
institutional investor shall file a petition with the Board in accordance with
§
493a.4 (relating to petitions
generally) for approval prior to acquiring the
interest.
(b)
If an institutional investor's purpose for holding an interest in a publicly
traded corporation that is a principal affiliate of a slot machine, management
company, manufacturer, manufacturer designee or supplier licensee changes from
that of a passive investor, whereby the institutional investor files a Schedule
13D with the SEC indicating that its ownership interest is no longer passive,
the institutional investor shall notify the Bureau of Licensing, in writing,
within 2 days of filing the Schedule 13D with the SEC. The institutional
investor shall then apply for licensure as a principal, in accordance with this
chapter, within 30 days of filing the Schedule 13D with the SEC.
(c) Notwithstanding the requirements in
subsections (a) and (b), if the institutional investor has an ownership
interest in a publicly traded corporation, which is a principal affiliate of a
licensee, that is listed on a foreign exchange in which a Schedule 13G is not
filed, the institutional investor shall file a copy of the corresponding
passive investor form filed with the securities regulator that has jurisdiction
over the foreign publicly traded corporation.
(d) The institutional investor shall file the
Institutional Investor Notice of Ownership Form with the Bureau of Licensing
within 30 days of the institutional investor filing its Schedule 13G with the
SEC or the corresponding passive investor form with the securities regulator
that has jurisdiction over the foreign publicly traded corporation.
Notes
The provisions of this § 433a.5 amended under 4 Pa.C.S. §§ 1202(b)(9)-(23) and (30), 1205, 1206(f) and (g), 1207(1) and (2), 1208(1)(iii), 1209(b), 1212, 1213, 1311.1, 1326, 13A11, 13A12-13A14, 13A15 and 1802 and Chapter 13.
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