Subchapter B. INITIAL STATEMENTS OF BENEFICIAL OWNERSHIP
Sec.
21.11. Filing of statements.
21.12. Ownership of over 10% of equity securities.
21.13. Disclaimer of beneficial ownership.
21.14. Persons not required to file a statement.
21.15. Exemptions for purchases and sales by odd-lot dealers.
21.16. Transactions necessitating filing.
21.17. Ownership of securities held in trust.
21.18. Exemptions for small transactions.
21.19. Double exemptions.§ 21.11. Filing of statements.
(a) Initial statements of beneficial ownership of equity securities required by section 302.1 of the act (40 P. S. § 422.1) shall be filed on IDIT-001 (Form 1) as shown in Subchapter F (relating to statement forms).
(b) Statements of changes in such beneficial ownership required by section 302.1(1) of the act (40 P. S. § 422.1) shall be filed on IDIT-002 (Form 2) as shown in Subchapter F.
(c) All the statements shall be prepared and filed in accordance with the requirements of the applicable forms.
§ 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.
§ 21.13. Disclaimer of beneficial ownership.
Any person filing a statement may expressly declare therein that the filing of the statement shall not be construed as an admission that the person is, for the purpose of the act, the beneficial owner of any equity securities covered by the statement.
§ 21.14. Persons not required to file a statement.
(a) During a period of 12 months following the appointment and qualification of the following persons, securities held by the persons shall be exempt from section 302.1(1) and (2) of the act (40 P. S. § 422.1(1) and (2)):
(1) Executors or administrators of the estate of a decedent.
(2) Guardians or committees for an incompetent.
(3) Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents and other similar persons duly authorized by law to administer the estate or assets of other persons.
(b) If the estate being administered is a beneficial owner of more than 10% of any class of equity security of an insurer subject to the act, the persons named in subsection (a) shall, upon completion of the 12-month period, file statements with respect to the securities held by the estates which they administer as required by section 302.1(1) of the act. They shall also be liable for profits realized from trading in the securities under section 302.1(1) of the act.
(c) Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from section 302.1(1) and (2) of the act during the time they are held by the insurer.
§ 21.15. Exemptions for purchases and sales by odd-lot dealers.
Securities purchased or sold by odd-lot dealers in odd lots, so far as reasonably necessary to carry on odd-lot transactions, or in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, shall be exempt from the provisions of the act with respect to participation by the odd-lot dealer in the transactions.
§ 21.16. Transactions necessitating filing.
(a) The acquisition or disposition of any transferable option, put, call, spread or straddle shall be deemed such a change in the beneficial ownership of the security to which the privilege relates as to require the filing of a statement reflecting the acquisition or disposition of the privilege, as required by section 302.1(1) of the act (40 P. S. § 422.1(1)).
(b) Nothing in subsection (a) shall exempt any person from filing the statements required upon the exercise of the option, put, call, spread or straddle.
§ 21.17. Ownership of securities held in trust.
(a) Beneficial ownership of a security for the purpose of section 302.1(1) of the act (40 P. S. § 422.1(1)) shall include all of the following:
(1) Ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust.
(2) Ownership of a vested beneficial interest in a trust.
(3) Ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.
(b) Except as provided in subsection (c), beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of section 302.1(1) of the act where less than 20% in market value of the securities having a readily ascertainable market value held by the trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which statements would otherwise be required. An exemption shall likewise be accorded from section 302.1(1) of the act with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption under this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of section 302.1(1) of the act.
(c) In the event that 10% of any class of any equity security of an insurer is held in a trust, such trust and the trustees thereof shall be deemed a person required to file the statements specified in section 302.1(1) of the act.
(d) Not more than one statement need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or 10% stockholders who are either trustees, settlors or beneficiaries of a trust, if the statement filed discloses the names of all trustees, settlors and beneficiaries who are officers, directors, or 10% stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file the statement so long as he relies in good faith upon an understanding that the trustee of the trust shall file whatever statements might otherwise be required of the beneficiary.
(e) As used in this section, the term ‘‘immediate family’’ of a trustee shall mean:
(1) A son or daughter of the trustee, or a descendant of either.
(2) A stepson or stepdaughter of the trustee.
(3) The father or mother of the trustee, or an ancestor of either.
(4) A stepfather or stepmother of the trustee.
(5) A spouse of the trustee.
(6) For the purpose of determining whether any of the relations listed in paragraphs (1)—(5) exist, a legally adopted child of a person shall be considered a child of that person by blood.
(f) In determining, for the purposes 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 an equity security, the interest of the person in the remainder of a trust shall be excluded from the computation.
(g) No statement shall be required by any person, whether or not otherwise subject to the requirements of filing statements under the act, with respect to his indirect interest in portfolio securities held by one of the following:
(1) A pension or retirement plan holding securities of an insurer whose employes generally are the beneficiaries of the plan.
(2) A business trust with over 25 beneficiaries.
(h) Nothing in this section shall be deemed to impose any duties or liabilities with respect to reporting any transaction or holding prior to its effective date.
§ 21.18. Exemptions for small transactions.
(a) Any acquisition of securities shall be exempt from section 302.1(1) of the act (40 P. S. § 422.1(1)) if the person effecting the acquisition does not:
(1) Within 6 months thereafter effect any disposition, otherwise than by way of gift, of securities of the same class.
(2) Participate in acquisitions or in dispositions of securities of the same class having a total market value in excess of $3,000 for any 6-month period during which the acquisition occurs.
(b) Any acquisition or disposition of securities by way of gift, if the total amount of the gifts does not exceed $3,000 in market value for any 6-month period, shall be exempt from section 302.1(1) of the act, and may be exluded from the computations prescribed in subsection (a)(2) of this section.
(c) Any person exempted by subsection (a) or (b) shall include in the first statement filed by him after a transaction within the exemption a statement showing his acquisitions and dispositions for each 6-month period or portion thereof which has elapsed since his last filing.
§ 21.19. Double exemptions.
Any transaction which has been or shall be exempted from the requirements of section 302.1(1) of the act (40 P. S. § 422.1) shall be likewise exempted from section 302.1(2) of the act.
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