Subchapter F. STATEMENT FORMS
FORM 1—STATEMENT OF BENEFICIAL OWNERSHIP Sec.
21.71. Sample copy.
21.72. Persons required to file statements.
21.73. Filing date.
21.74. Filing location.
21.75. Separate statements.
21.76. Reporting person.
21.77. Information as to beneficial ownership.
21.78. Title of security.
21.79. Nature of ownership.
21.80. Statement of amount owned.
21.81. Signature.
FORM 2—CHANGES IN BENEFICIAL OWNERSHIP
21.91. Sample form.
21.92. Persons required to file statements.
21.93. Filing date.
21.94. Filing location.
21.95. Separate statements.
21.96. Reporting person.
21.97. Transactions and holdings to be reported.
21.98. Title of security.
21.99. Date of transaction.
21.100. Nature of ownership.
21.101. Statement of amount owned.
21.102. Character of the transaction.
21.103. Signature.
Cross References This Subchapter cited in 31 Pa. Code § 21.11 (relating to filing of statements).
FORM 1—STATEMENT OF BENEFICIAL OWNERSHIP
§ 21.71. Sample copy.
Attached hereto as Exhibit A and made a part of this regulation is a sample copy of Form 1.
§ 21.72. Persons required to file statements.
Form 1 shall be filed with the Department by every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security of a domestic stock insurance company, or who is a director or an officer of such a company.
Cross References This section cited in 31 Pa. Code § 21.53 (relating to filing date); and 31 Pa. Code § 21.57 (relating to information as to beneficial ownership).
§ 21.73. Filing date.
(a) Persons who hold any of the relationships specified in § 21.52 (relating to persons required to file statements) shall file a statement on or before July 1, 1966, or within ten days after assuming such a relationship, whichever date occurs later.
(b) Statements shall not be deemed to have been filed with the Department until they have actually been received by it.
§ 21.74. Filing location.
One signed copy of each statement shall be filed with the Insurance Commissioner, Pennsylvania Department of Insurance, Room 108, Finance Building, Harrisburg, Pennsylvania 17120.
§ 21.75. Separate statements.
A separate statement shall be filed with respect to the securities of each company.
§ 21.76. Reporting person.
The relationship of the reporting person to the company shall be clearly indicated, such as, ‘‘Director,’’ ‘‘Director and Vice President,’’ or ‘‘Beneficial owner of more than 10% of the company’s common stock.’’
§ 21.77. Information as to beneficial ownership.
The information as to beneficial ownership of securities shall be given as of January 1, 1966, or in the case of persons who subsequently assume any of the relationships specified in § 21.52 (relating to persons required to file statements), on the date such relationship was assumed.
§ 21.78. Title of security.
The statement of the title of a security shall clearly identify the security even though there may be only one class.
§ 21.79. Nature of ownership.
(a) Under ‘‘Nature of Ownership’’ on the form, it shall be stated whether ownership of the securities is ‘‘direct’’ or ‘‘indirect.’’
(b) If the ownership is indirect, that is, through a partnership, corporation, trust, or other entity, the name or identity of the medium through which the securities are indirectly owned shall be indicated, in a footnote or some other appropriate manner.
(c) The fact that securities are held in the name of a broker or other nominee does not of itself constitute indirect ownership.
(d) Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership.
§ 21.80. Statement of amount owned.
(a) When stating the amount of securities owned beneficially, the par value of the securities and the numer of shares or other units of securities shall be given.
(b) If securities are indirectly owned, the entire amount of securities owned by the entity shall be stated.
§ 21.81. Signature.
If the statement is filed for a corporation, partnership, trust, or the like, the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement.
FORM 2—CHANGES IN BENEFICIAL OWNERSHIP
§ 21.91. Sample form.
Attached hereto as Exhibit B and made a part of this regulation is a sample copy of Form 2.
§ 21.92. Persons required to file statements.
Statements on Form 2 shall be filed with the Department by every person who at any time during any calendar month was directly or indirectly the beneficial owner of more than 10% of any class of equity security of a domestic stock insurance company, or a director or officer of any company which is the issuer of such securities, and who during such month had any change in his beneficial ownership of any class of equity security of such company.
§ 21.93. Filing date.
(a) Statements shall be filed on or before the tenth day after the end of each month in which any change in beneficial ownership has occurred.
(b) Statements shall not be deemed to have been filed with the Department until they have actually been received by it.
§ 21.94. Filing location.
One signed copy of each statement shall be filed with the Insurance Commissioner, Pennsylvania Department of Insurance, Room 108, Finance Building, Harrisburg, Pennsylvania 17120.
§ 21.95. Separate statements.
A separate statement shall be filed with respect to the securities of each company.
§ 21.96. Reporting person.
The relationship of the reporting person to the company shall be clearly indicated, such as, ‘‘Director,’’ ‘‘Director and Vice President,’’ or ‘‘Beneficial owner of more than 10% of the company’s common stock.’’
§ 21.97. Transactions and holdings to be reported.
(a) Each transaction shall be reported even though purchases and sales during the month are equal or the change involves only the nature of ownership, for example, from direct to indirect ownership.
(b) Beneficial ownership at the end of the month of all classes of securities required to be reported shall be shown even though there has been no change during the month in the ownership of securities of one or more classes.
§ 21.98. Title of security.
The statement of the title of the security shall clearly identify the security even though there may be only one class, for example, ‘‘Class A, Common Stock,’’ ‘‘Six-Dollar Convertible Preferred Stock’’ or the like.
§ 21.99. Date of transaction.
The exact date, specifying the month, day, and year of each transaction, shall be stated opposite the amount involved in the transaction.
§ 21.100. Nature of ownership.
(a) Under ‘‘Nature of Ownership’’ on the form, it shall be stated whether ownership of the securities is ‘‘direct’’ or ‘‘indirect.’’
(b) If the ownership is indirect, that is, through a partnership, corporation, trust, or other entity, the name or identity of the medium through which the securities are indirectly owned shall be indicated, in a footnote or some other appropriate manner.
(c) The fact that securities are held in the name of a broker or other nominee does not of itself constitute indirect ownership.
(d) Securities owned indirectly shall be reported on separate lines from those owned directly and from those owned through a different type of indirect ownership.
§ 21.101. Statement of amount owned.
(a) When stating the amount of securities acquired, disposed of, or beneficially owned, the par value of the securities and the number of shares or other units of securities shall be given.
(b) If securities are indirectly owned, that is, through a partnership, corporation, trust, or some other entity, the entire amount of securities involved in the transaction or owned by the partnership, corporation, trust, or other entity shall be stated.
§ 21.102. Character of the transaction.
(a) If the transaction involved was with the issuer of the securities, that fact shall be stated.
(b) If the transaction involved the purchase of securities through the exercise of options, that fact and the exercise price per share shall be stated.
(c) If any other purchase or sale was effected otherwise than on the open market, that fact shall be indicated.
(d) If the transaction was not a purchase or sale, its character shall be indicated.
(e) The information required by subsections (a)—(d) may be set forth in the table or under ‘‘Remarks’’ or by a separate sheet affixed to Form 2.
§ 21.103. Signature.
If the statement is filed for a corporation, partnership, trust, or the like, the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement.
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