Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-14 - Exemptions
Section R164-14-1e - Exchange Listing Exemption
Universal Citation: UT Admin Code R 164-14-1e
Current through Bulletin 2024-18, September 15, 2024
(A) Authority and Purpose
(1) The Division enacts
this rule under authority granted by Subsection
61-1-14(1)(e) and Section
61-1-24.
(2) The rule identifies additional exchanges
for which the exemption under Subsection
61-1-14(1)(e) is available.
(3) The rule also
states the procedure whereby confirmation of the availability of the exemption
can be obtained.
(B) Definitions
(1) "Confirmation" means written
confirmation of the exemption from registration from the Division.
(2) "Division" means the Division of
Securities, Utah Department of Commerce.
(3) "Exchange Tiers" means the different
levels, groups or markets within an exchange or medium, whereby each level
requires substantively different, as opposed to alternate and comparable,
listing and maintenance criteria.
(4) "Exemption" means the exemption provided
in Subsection
61-1-14(1)(e).
(C) Recognized exchanges
(1) A security listed on one of the following
exchanges or mediums is exempt from registration:
(1)(a) New York Stock Exchange
(1)(b) NYSE Amex Equities
(1)(c) NASDAQ Global
(1)(d) NASDAQ Global Select
(1)(e) NASDAQ Capital Market
(1)(f) Chicago Board Options
Exchange
(1)(g) Philadelphia Stock
Exchange.
(2) A security
listed on one of the following exchanges or mediums is exempt from registration
for the limited purpose of nonissuer transactions effected by or through a
licensed broker-dealer:
(2)(a) Chicago Stock
Exchange
(2)(b) Philadelphia Stock
Exchange/Tier II
(D) Listed securities
(1) As to securities listed with a recognized
exchange or medium, the exemption is self- executing.
(2) If desired, any person may request
confirmation of the exemption in the manner described below.
(E) Securities approved for listing
(1) A security which is "approved for
listing upon notice of issuance" on a recognized exchange or medium enumerated
in Subparagraph (C)(1) of this rule qualifies for the exemption. The exemption
is self-executing.
(2) If desired,
any person may request confirmation of the exemption in the manner described
below.
(F) Senior or substantially equal rank securities
(1) An
unlisted security of the same issuer which is of senior or substantially equal
rank to the security listed on a recognized exchange or medium enumerated in
Subparagraph (C)(1) of this rule qualifies for the exemption. The exemption is
self-executing.
(2) If desired, any
person may request confirmation of the exemption in the manner described
below.
(G) Delisted or suspended securities
(1) If a listed security
becomes delisted or suspended, the exemption is not available to the security
or a senior or substantially equal rank security for the period during which
the security is delisted or suspended.
(H) Requests for confirmation
(1) A confirmation from the Division may be
requested by any person.
(2) The
request for confirmation must include documentary proof of the listing or
approval for listing upon notice of issuance with the recognized exchange or
medium which is relied upon as the basis for the exemption.
(3) The required documentary proof must
indicate, where applicable, that the listing is current and must include:
(3)(a) a signed copy of the listing
agreement;
(3)(b) a copy of the
receipt for payment; or
(3)(c) a
signed copy of a letter from the recognized exchange or medium with which the
security is listed which acknowledges listing and the effective date thereof,
or acknowledges approval for listing upon notice of issuance.
(4) Each request for confirmation
must include a filing fee as specified in the Division's fee
schedule.
(5) In response to a
complete request for confirmation, the Division will issue a letter confirming
the availability of the exemption.
(6) The Division will issue a copy of the
letter confirming the availability of the exemption to any person so requesting
in writing or in person for the cost of the photocopying.
(I) Exchange tiers
(1) Except as provided in Subparagraph (I)(2)
of this rule, where a recognized exchange or medium has more than one tier, the
exemption applies only to the highest tier.
(2) The exemption applies to a lower tier of
a recognized exchange or medium if the lower tier is specifically named in this
rule.
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