§ 38.2-214. Restrictions upon purchase and sale of equity securities ofdomestic stock insurers.
A. Each person who is directly or indirectly the beneficial owner of morethan ten percent of a class of any equity security of a domestic insurer, orwho is a director or an officer of a domestic stock insurer, shall file astatement with the Commission within ten days after becoming a beneficialowner, director or officer. This statement shall be in a form prescribed bythe Commission and shall show the amount of all the domestic insurer's equitysecurities of which he is the beneficial owner. Within ten days after theclose of each calendar month, if there has been a change in his ownershipduring such month, the person shall file with the Commission a statementprescribed by the Commission indicating his ownership at the close of thecalendar month and such changes in his ownership as have occurred during suchcalendar month.
B. To prevent the unfair use of information obtained by any beneficial owner,director or officer, any profit realized by such person within six monthsfrom the purchase and sale, or any sale and purchase, of any of the insurer'sequity securities shall inure to and be recoverable by the insurer. Thisprovision shall apply regardless of any intention of the beneficial owner,director or officer to hold the equity security purchased or not torepurchase any sold equity security for a period exceeding six months.However, this provision shall not apply if the security was acquired in goodfaith in connection with a debt previously contracted. The insurer may sue atlaw or in equity to recover the profit in any court of competentjurisdiction. The owner of any equity security of the insurer may sue in thename and in behalf of the insurer if the insurer fails or refuses to bringsuit within sixty days after request or if the insurer fails to diligentlyprosecute after bringing suit. No suit under this subsection shall be broughtmore than two years after the date the profit was realized. This subsectionshall not be construed to cover any transaction where the person was not thebeneficial owner at the time of either the purchase or sale of the equitysecurity involved. The Commission may by rules and regulations exempt fromthe provisions of this subsection any transaction that is not comprehendedwithin the purpose of this subsection.
C. No beneficial owner, director or officer shall directly or indirectly sellany equity security of the insurer if the person selling the security or hisprincipal (i) does not own the security sold, or (ii) owns the equitysecurity but does not deliver it within twenty days after the sale or doesnot mail it within five days after the sale. No person shall be deemed tohave violated this subsection if he proves that, notwithstanding the exerciseof good faith, he was unable to deliver or mail the security within therequired time, or that to do so would cause undue inconvenience or expense.Any person violating this subsection shall be guilty upon conviction of aClass 1 misdemeanor.
D. Subsections B and C of this section shall not apply to the transactions ofa dealer in an investment account that are conducted in the ordinary courseof a dealer's business and incident to the establishment or maintenance of anequity security's primary or secondary market, other than on an exchangedefined in the Securities Exchange Act of 1934. The Commission may, by rulesand regulations, define and prescribe terms and conditions with respect toequity securities held in an investment account and transactions made in theordinary course of business and incident to the establishment or maintenanceof a primary or secondary market.
E. Subsections A, B, and C of this section shall not apply to foreign ordomestic arbitrage transactions unless made in contravention of rules andregulations adopted by the Commission to carry out the purposes of thissection.
F. The term "equity security" when used in this section means (i) any stockor similar security, (ii) any security that is convertible, with or withoutconsideration, into another security, (iii) any security that carries anywarrant or right to subscribe to or purchase a security, or (iv) any warrant,right or other security that the Commission, by rules and regulations, deemsto be similar in nature to an equity security and considers theclassification necessary or appropriate for protecting the public or aninvestor's interest.
G. Subsections A, B, and C of this section shall not apply to equitysecurities of a domestic stock insurer if (i) those equity securities areregistered or are required to be registered pursuant to § 12 of theSecurities Exchange Act of 1934, as amended; or (ii) the domestic stockinsurer does not have any class of its equity securities held of record by100 or more persons on the last business day of the year immediatelypreceding the year in which equity securities of the insurer would be subjectto subsections A, B, and C of this section.
H. The Commission may adopt rules and regulations pursuant to § 38.2-223 forthe execution of the functions vested in it by subsections A through G ofthis section. The Commission may classify for that purpose any domestic stockinsurers, equity securities, and other persons or matters within itsjurisdiction. The Commission may exempt from the provisions of this sectionany officer, director or beneficial owner of equity securities of anydomestic stock insurer under the terms and conditions, and for the period oftime the Commission considers necessary or appropriate if the Commissionfinds that the action is consistent with the public interest or theprotection of investors. Any such exemption may be accomplished by (i) rulesand regulations issued pursuant to § 38.2-223 or (ii) by order, uponapplication of any interested person, after due notice and an opportunity forhearing has been given. No provision of subsections A, B, and C of thissection imposing any liability shall apply to any act done or omitted in goodfaith in conformity with any rule or regulation of the Commission.Notwithstanding the provisions of this subsection, such rule or regulationmay be amended, rescinded or determined by judicial or other authority to beinvalid for any reason after the act or omission has occurred.
§ 38.2-214. Restrictions upon purchase and sale of equity securities ofdomestic stock insurers.
A. Each person who is directly or indirectly the beneficial owner of morethan ten percent of a class of any equity security of a domestic insurer, orwho is a director or an officer of a domestic stock insurer, shall file astatement with the Commission within ten days after becoming a beneficialowner, director or officer. This statement shall be in a form prescribed bythe Commission and shall show the amount of all the domestic insurer's equitysecurities of which he is the beneficial owner. Within ten days after theclose of each calendar month, if there has been a change in his ownershipduring such month, the person shall file with the Commission a statementprescribed by the Commission indicating his ownership at the close of thecalendar month and such changes in his ownership as have occurred during suchcalendar month.
B. To prevent the unfair use of information obtained by any beneficial owner,director or officer, any profit realized by such person within six monthsfrom the purchase and sale, or any sale and purchase, of any of the insurer'sequity securities shall inure to and be recoverable by the insurer. Thisprovision shall apply regardless of any intention of the beneficial owner,director or officer to hold the equity security purchased or not torepurchase any sold equity security for a period exceeding six months.However, this provision shall not apply if the security was acquired in goodfaith in connection with a debt previously contracted. The insurer may sue atlaw or in equity to recover the profit in any court of competentjurisdiction. The owner of any equity security of the insurer may sue in thename and in behalf of the insurer if the insurer fails or refuses to bringsuit within sixty days after request or if the insurer fails to diligentlyprosecute after bringing suit. No suit under this subsection shall be broughtmore than two years after the date the profit was realized. This subsectionshall not be construed to cover any transaction where the person was not thebeneficial owner at the time of either the purchase or sale of the equitysecurity involved. The Commission may by rules and regulations exempt fromthe provisions of this subsection any transaction that is not comprehendedwithin the purpose of this subsection.
C. No beneficial owner, director or officer shall directly or indirectly sellany equity security of the insurer if the person selling the security or hisprincipal (i) does not own the security sold, or (ii) owns the equitysecurity but does not deliver it within twenty days after the sale or doesnot mail it within five days after the sale. No person shall be deemed tohave violated this subsection if he proves that, notwithstanding the exerciseof good faith, he was unable to deliver or mail the security within therequired time, or that to do so would cause undue inconvenience or expense.Any person violating this subsection shall be guilty upon conviction of aClass 1 misdemeanor.
D. Subsections B and C of this section shall not apply to the transactions ofa dealer in an investment account that are conducted in the ordinary courseof a dealer's business and incident to the establishment or maintenance of anequity security's primary or secondary market, other than on an exchangedefined in the Securities Exchange Act of 1934. The Commission may, by rulesand regulations, define and prescribe terms and conditions with respect toequity securities held in an investment account and transactions made in theordinary course of business and incident to the establishment or maintenanceof a primary or secondary market.
E. Subsections A, B, and C of this section shall not apply to foreign ordomestic arbitrage transactions unless made in contravention of rules andregulations adopted by the Commission to carry out the purposes of thissection.
F. The term "equity security" when used in this section means (i) any stockor similar security, (ii) any security that is convertible, with or withoutconsideration, into another security, (iii) any security that carries anywarrant or right to subscribe to or purchase a security, or (iv) any warrant,right or other security that the Commission, by rules and regulations, deemsto be similar in nature to an equity security and considers theclassification necessary or appropriate for protecting the public or aninvestor's interest.
G. Subsections A, B, and C of this section shall not apply to equitysecurities of a domestic stock insurer if (i) those equity securities areregistered or are required to be registered pursuant to § 12 of theSecurities Exchange Act of 1934, as amended; or (ii) the domestic stockinsurer does not have any class of its equity securities held of record by100 or more persons on the last business day of the year immediatelypreceding the year in which equity securities of the insurer would be subjectto subsections A, B, and C of this section.
H. The Commission may adopt rules and regulations pursuant to § 38.2-223 forthe execution of the functions vested in it by subsections A through G ofthis section. The Commission may classify for that purpose any domestic stockinsurers, equity securities, and other persons or matters within itsjurisdiction. The Commission may exempt from the provisions of this sectionany officer, director or beneficial owner of equity securities of anydomestic stock insurer under the terms and conditions, and for the period oftime the Commission considers necessary or appropriate if the Commissionfinds that the action is consistent with the public interest or theprotection of investors. Any such exemption may be accomplished by (i) rulesand regulations issued pursuant to § 38.2-223 or (ii) by order, uponapplication of any interested person, after due notice and an opportunity forhearing has been given. No provision of subsections A, B, and C of thissection imposing any liability shall apply to any act done or omitted in goodfaith in conformity with any rule or regulation of the Commission.Notwithstanding the provisions of this subsection, such rule or regulationmay be amended, rescinded or determined by judicial or other authority to beinvalid for any reason after the act or omission has occurred.
§ 38.2-214. Restrictions upon purchase and sale of equity securities ofdomestic stock insurers.
A. Each person who is directly or indirectly the beneficial owner of morethan ten percent of a class of any equity security of a domestic insurer, orwho is a director or an officer of a domestic stock insurer, shall file astatement with the Commission within ten days after becoming a beneficialowner, director or officer. This statement shall be in a form prescribed bythe Commission and shall show the amount of all the domestic insurer's equitysecurities of which he is the beneficial owner. Within ten days after theclose of each calendar month, if there has been a change in his ownershipduring such month, the person shall file with the Commission a statementprescribed by the Commission indicating his ownership at the close of thecalendar month and such changes in his ownership as have occurred during suchcalendar month.
B. To prevent the unfair use of information obtained by any beneficial owner,director or officer, any profit realized by such person within six monthsfrom the purchase and sale, or any sale and purchase, of any of the insurer'sequity securities shall inure to and be recoverable by the insurer. Thisprovision shall apply regardless of any intention of the beneficial owner,director or officer to hold the equity security purchased or not torepurchase any sold equity security for a period exceeding six months.However, this provision shall not apply if the security was acquired in goodfaith in connection with a debt previously contracted. The insurer may sue atlaw or in equity to recover the profit in any court of competentjurisdiction. The owner of any equity security of the insurer may sue in thename and in behalf of the insurer if the insurer fails or refuses to bringsuit within sixty days after request or if the insurer fails to diligentlyprosecute after bringing suit. No suit under this subsection shall be broughtmore than two years after the date the profit was realized. This subsectionshall not be construed to cover any transaction where the person was not thebeneficial owner at the time of either the purchase or sale of the equitysecurity involved. The Commission may by rules and regulations exempt fromthe provisions of this subsection any transaction that is not comprehendedwithin the purpose of this subsection.
C. No beneficial owner, director or officer shall directly or indirectly sellany equity security of the insurer if the person selling the security or hisprincipal (i) does not own the security sold, or (ii) owns the equitysecurity but does not deliver it within twenty days after the sale or doesnot mail it within five days after the sale. No person shall be deemed tohave violated this subsection if he proves that, notwithstanding the exerciseof good faith, he was unable to deliver or mail the security within therequired time, or that to do so would cause undue inconvenience or expense.Any person violating this subsection shall be guilty upon conviction of aClass 1 misdemeanor.
D. Subsections B and C of this section shall not apply to the transactions ofa dealer in an investment account that are conducted in the ordinary courseof a dealer's business and incident to the establishment or maintenance of anequity security's primary or secondary market, other than on an exchangedefined in the Securities Exchange Act of 1934. The Commission may, by rulesand regulations, define and prescribe terms and conditions with respect toequity securities held in an investment account and transactions made in theordinary course of business and incident to the establishment or maintenanceof a primary or secondary market.
E. Subsections A, B, and C of this section shall not apply to foreign ordomestic arbitrage transactions unless made in contravention of rules andregulations adopted by the Commission to carry out the purposes of thissection.
F. The term "equity security" when used in this section means (i) any stockor similar security, (ii) any security that is convertible, with or withoutconsideration, into another security, (iii) any security that carries anywarrant or right to subscribe to or purchase a security, or (iv) any warrant,right or other security that the Commission, by rules and regulations, deemsto be similar in nature to an equity security and considers theclassification necessary or appropriate for protecting the public or aninvestor's interest.
G. Subsections A, B, and C of this section shall not apply to equitysecurities of a domestic stock insurer if (i) those equity securities areregistered or are required to be registered pursuant to § 12 of theSecurities Exchange Act of 1934, as amended; or (ii) the domestic stockinsurer does not have any class of its equity securities held of record by100 or more persons on the last business day of the year immediatelypreceding the year in which equity securities of the insurer would be subjectto subsections A, B, and C of this section.
H. The Commission may adopt rules and regulations pursuant to § 38.2-223 forthe execution of the functions vested in it by subsections A through G ofthis section. The Commission may classify for that purpose any domestic stockinsurers, equity securities, and other persons or matters within itsjurisdiction. The Commission may exempt from the provisions of this sectionany officer, director or beneficial owner of equity securities of anydomestic stock insurer under the terms and conditions, and for the period oftime the Commission considers necessary or appropriate if the Commissionfinds that the action is consistent with the public interest or theprotection of investors. Any such exemption may be accomplished by (i) rulesand regulations issued pursuant to § 38.2-223 or (ii) by order, uponapplication of any interested person, after due notice and an opportunity forhearing has been given. No provision of subsections A, B, and C of thissection imposing any liability shall apply to any act done or omitted in goodfaith in conformity with any rule or regulation of the Commission.Notwithstanding the provisions of this subsection, such rule or regulationmay be amended, rescinded or determined by judicial or other authority to beinvalid for any reason after the act or omission has occurred.
