Wash. Admin. Code § 284-26-180 - Exemption from RCW 48.08.120 of certain transactions involving the conversion of equity securities
(1) Any
acquisition or disposition of an equity security involved in the conversion of
an equity security which, by its terms or pursuant to the terms of the
insurer 's charter or other governing instruments, is convertible immediately or
after a stated period of time into another equity security of the same insurer ,
shall be exempt from the operation of
RCW
48.08.120: Provided, however, That this
section shall not apply to the extent that there shall have been either (a) a
purchase of any equity security of the class convertible (including any
acquisition of or change in a conversion privilege) and a sale of any equity
security of the class issuable upon conversion, or (b) a sale of any equity
security of the class convertible and any purchase of any equity security
issuable upon conversion (otherwise than in a transaction involved in such
conversion or in a transaction exempted by any other provision of chapter
284-26 WAC) within a period of less than six months which includes the date of
conversion.
(2) For the purpose of
this section, an equity security shall not be deemed to 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 such
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
percent of the value of the equity security issued upon conversion.
(3) For the purpose of this section, an
equity security shall be deemed convertible if it is convertible at the option
of the holder or of some other person or by operation of the terms of the
security or the governing instruments.
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