Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-1 - Fraudulent Practices of Broker-Dealers, Broker-Dealer Agents, and Issuer-Agents
Section R164-1-3 - Definitions
Universal Citation: UT Admin Code R 164-1-3
Current through Bulletin 2024-18, September 15, 2024
These definitions supplement the definitions set forth in Section 61-1-13:
(1) "Customer" means potential, current, or past clients.
(2) "Designated security" means any equity security other than a security:
(a) listed, or approved for listing upon
notice of issuance, on a national securities exchange and makes transaction
reports available as required under SEC Rule 11Aa3-1;
(b) listed, or approved for listing upon
notice of issuance, on the NASDAQ system;
(c) issued by an investment company
registered under the Investment Company Act of 1940;
(d) that is a put option or call option
issued by The Options Clearing Corporation; or
(e) whose issuer has net tangible assets in
excess of $4,000,000 as demonstrated by financial statements, dated less than
15 months previous to the date of the transaction with the person, that the
licensee has reviewed and has a reasonable basis to believe are true and
complete, and
(i) if the issuer is other than
a foreign private issuer, are the most recent financial statements for the
issuer that have been audited and reported on by an independent public
accountant in accordance with SEC Rule 2-02; or
(ii) if the issuer is a foreign private
issuer, are the most recent financial statements for the issuer that have been
filed with the Commission; furnished to the Commission pursuant to SEC Rule
12g3-2(b); or prepared in accordance with generally accepted accounting
principles in the country of incorporation, audited in compliance with the
requirements of that jurisdiction, and reported on by an accountant registered
and in good standing in accordance with the regulations of that
jurisdiction.
(3) "Exempt transaction" under Subsection R164-1-4(8) means:
(a) a transaction in which
the price of the designated security is five dollars or more, exclusive of
costs or charges; except that if the designated security is a unit composed of
one or more securities, the unit price divided by the number of components of
the unit other than warrants, options, rights, or similar securities must be
five dollars or more, and any component of the unit that is a warrant, option,
right, or similar securities, or a convertible security must have an exercise
price or conversion price of five dollars or more;
(b) a transaction that is not recommended by
the licensee or the licensee's agent;
(c) a transaction by the licensee:
(i) where commissions, commission
equivalents, and mark-ups from transactions in designated securities during
each of the immediately preceding three months, and during 11 or more of the
preceding 12 months, did not exceed 5% of the licensee's total commissions,
commission equivalents, and mark-ups from transactions in securities during
those months; and
(ii) the licensee
has not executed principal transactions in connection with the solicitation to
purchase the designated security that is the subject of the transaction in the
immediately preceding 12 months; or
(d) a transaction that, upon prior written
request or upon its own motion, the division conditionally or unconditionally
exempts as not encompassed within this definition.
(4) "Licensee" means a licensed broker-dealer, broker-dealer agent, or issuer-agent.
(5) "Market-maker" means a broker-dealer who, with respect to a particular security:
(a)
regularly publishes bona fide, competitive bid and ask quotations in a
recognized inter-dealer quotation system; or
(b) regularly furnishes bona fide competitive
bid and offer quotations to other broker-dealers upon request; and
(c) is ready, willing and able to effect
transactions in reasonable quantities at the broker-dealer's quoted price with
other broker-dealers on a regular basis.
(6) "NASDAQ" means National Association of Securities Dealers Automatic Quotation System.
Disclaimer: These regulations may not be the most recent version. Utah may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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