Oregon Administrative Rules
Chapter 441 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, FINANCE AND SECURITIES REGULATION
Division 49 - NOTICE FILINGS FOR FEDERAL COVERED SECURITIES
Section 441-049-1011 - Scope and Definitions
Universal Citation: OR Admin Rules 441-049-1011
Current through Register Vol. 63, No. 9, September 1, 2024
(1)
(a) Scope of rule. The Notice Filing Rules
(OAR 441-049-1011 to
441-049-1051) provide Oregon
procedures for notice filings and renewals under ORS
59.049.
(b) Application of Notice Filing Rules:
(A) An offering under the Notice Filing Rules
does not have to comply with OAR 441 Division 065 Registration of Securities or
441 Division 070 Renewal of Securities Registrations; and
(B) An effective offering under former OAR
441-025-0045 or an effective registered offering that qualifies for the Notice
Filing Rules shall become subject to the Notice Filing Rules when the person
that previously filed under former 441-025-0045 or securities offering
registrant files under the notice filing renewal procedures in
441-049-1021(6).
(2) Definitions. As used in the Notice Filing Rules:
(a) "Federal Crowdfunding Offering"
means a security that is a federal covered security under section 18(b)(4)(C)
of the Securities Act of 1933 by virtue of the fact that the offering is exempt
under Sections 4(a)(6) of the Securities Act of 1933, as amended, and
Regulation Crowdfunding promulgated thereunder ( 17 CFR § 227) or will be
such a covered security upon completion of the transaction, and the issuer
either has its principal place of business in Oregon, or sells 50% or greater
of the aggregate amount of the offering to residents of Oregon;
(b) "Investment company notice filing" means
a filing by a mutual fund, unit investment trust or other investment company,
that covers a security that would be a federal covered security pursuant to
section 18(b)(2) of the Securities Act of 1933, as amended;
(c) "NASAA" means the North American
Securities Administrators Association Inc.;
(d) "NASAA Form NF" means the Uniform
Investment Company Notice Filing form adopted by the NASAA;
(e) "Notice Filing Rules" means the rules in
OAR 441-049-1011 to
441-049-1051;
(f) "Offering to qualified purchaser,"
"federally exempt security" or "federally exempt transactions" means offerings
of federal covered securities that are subject to section 18(b)(3) or 18(b)(4)
of the Securities Act of 1933, as amended, but does not include section
18(b)(4)(E) of that Act;
(g) "Rule
506 offering" means an offering of federal covered securities that is subject
to section 18(b)(4)(E) of the Securities Act of 1933, as amended;
(h) "SEC" means the Securities and Exchange
Commission; and
(i) "SEC Form D"
means" Form D; Notice of Exempt Offering of Securities.
Forms referenced are available from the agency.
Statutory/Other Authority: ORS 59.049 & 17 CFR § 227
Statutes/Other Implemented: ORS 59.049
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