§ 21.12. Ownership of over 10% of equity securities.
(a) In determining, for the purpose of section 302.1(1) of the act (40 P. S. § 422.1(1)), whether a person is the beneficial owner directly or indirectly of more than 10% of any class of any equity security, that class shall be deemed to consist of the total amount of the class outstanding, exclusive of any securities of the class held by or for the account of the insurer or a subsidiary of the insurer, except that for the purpose of determining percentage ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist of the amount of voting trust certificates or certificates of deposit issuable with respect to the total amount of outstanding equity securities of the class which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of the outstanding securities have been so deposited.
(b) For the purpose of subsection (a), a person acting in good faith may rely on the information contained in the latest Convention Form Statement filed with the Department with respect to the amount of securities of a class outstanding or, in the case of voting trust certificates or certificates of deposit, the amount issuable thereof.
(c) In determining, for the purpose of section 302.1(1) of the act whether a person is the beneficial owner, directly or indirectly, of more than 10% of any class of equity securities, the person shall be deemed to be the beneficial owner of securities of the class which the person has the right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities. The securities subject to the options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing, in accordance with subsection (a), the percentage of outstanding securities of the class owned by the person but shall not be deemed outstanding for the purpose of computing the percentage of the class owned by any other person. This subsection shall not be construed to relieve any person of any duty to comply with section 302.1(1) of the act with respect to any equity securities consisting of options, warrants, rights, or convertible securities which are otherwise subject as a class to that section of the act.
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