Utah Admin. Code R590-68-20 - Exemption from Subsection 31A-5-303(2) of Certain Transactions Involving the Conversion of Equity Securities

(1) An acquisition or disposition of an equity security involved in the conversion of an equity security that, by its terms or pursuant to the terms of the insurer's charter or other governing instrument, is convertible immediately or after a stated period into another equity security of the same insurer, is exempt from Subsection 31A-5-303(2) if:

(a) a purchase of an equity security of the class convertible, including an acquisition of or change in a conversion privilege, and a sale is made of an equity security of the class issuable upon conversion; or

(b) a sale of an equity security of the class convertible and a purchase is made of an equity security issuable upon conversion, other than in a transaction involved in the conversion or in a transaction exempted under Subsection 31A-5-303(2), within a period of less than six months, including the date of conversion.

(2) An equity security may not be acquired or disposed of upon conversion of an equity security if the terms of the equity security converted require the payment or entail the receipt, in connection with the conversion, of cash or other property in connection with the conversion, of cash or other property, other than equity securities involved in the conversion, equal in value at the time of conversion to more than 15% of the value of the equity security issued upon conversion.

(3) An equity security is convertible if it is convertible at the option of the holder, some other person, or by operation of the terms of the security or the governing instruments.

Notes

Utah Admin. Code R590-68-20

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