Utah Admin. Code R590-68-23 - Exemption From Subsection 31A-5-303(3) of Certain Transactions Effected in Connection With a Distribution

(1) A security is exempt from Subsection 31A-5-303(3), if necessary for a sale made by or on behalf of a dealer in connection with a distribution of a substantial block of securities, if:

(a) the sale is represented by an over-allotment in which the dealer is participating as a member of an underwriting group, or the dealer or a person acting on the underwriter's behalf intends, in good faith, to offset the sale with a security to be acquired by or on behalf of the dealer as a participant in an underwriting, selling, or soliciting-dealer group that the dealer is a member of at the time of the sale, whether the security to be acquired is subject to a prior offering to existing security holders or some other class of persons; and

(b) other persons not within the purview of Subsection 31A-5-303(3) are participating in the distribution of the block of securities on terms at least as favorable as those on which the dealer is participating and to an extent at least equal to the aggregate participation of persons exempted from Subsection 31A-5-303(3).

(2) The performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing these functions may not preclude an exemption that is otherwise available under this section.

Notes

Utah Admin. Code R590-68-23

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