West Virginia Code of State Rules
Agency 114 - Insurance Commission
Title 114 - LEGISLATIVE RULE INSURANCE COMMISSIONER
Series 114-04 - Insider Trading Of Equity Securities Of A Domestic Stock Insurer
Section 114-4-2 - General Application

Universal Citation: 114 WV Code of State Rules 114-4-2

Current through Register Vol. XLI, No. 38, September 20, 2024

2.1. Definition of certain terms.

(a) "Insurer" means any Domestic Stock Insurance Company with an equity security subject to the provisions of section thirty, article five, chapter thirty-three of the West Virginia Code of 1931, as amended, and not exempt thereunder.

(b) "Act" means section thirty, article five, chapter thirty-three of the West Virginia Code.

(c) "Officer" means a president, vice president, treasurer, actuary, secretary, controller and any other person who performs for the insurer functions corresponding to those performed by the foregoing officers.

(d) "Equity Security" means any stock or similar security; or any voting trust certificate or certificate of deposit for such a security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.

(e) Securities "Held of Record."
(1) For the purpose of determining whether the equity securities of an insurer are held of record by one hundred (100) or more persons, securities shall be deemed to be "Held of Record" by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the insurer, subject to the following:
(A) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

(B) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named or other organization shall be included as so held by one (1) person.

(C) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one (1) person.

(D) Securities held by two (2) or more persons as co-owners shall be included as held by one (1) person.

(E) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the insurer can establish that, if such securities were registered, they would be held of record, under the provisions of this rule, by a lesser number of persons.

(F) Securities registered in substantially similar names where the insurer has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one (1) person.

(2) Notwithstanding Subsection (1) of this paragraph:
(A) Securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities: Provided, however, That the insurer may rely in good faith on such information as is received in response to its request from a nonaffiliated insurer of the certificates or evidences of interest.

(B) If the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of the Act, the beneficial owners of such securities shall be deemed to be the record owners thereof.

(f) "Class" means all securities of an insurer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges.

2.2. Transactions exempted from the operation of subsection (b) of the Act. -- Any acquisition or disposition of any equity security by a director or officer of an insurer within six (6) months prior to the date on which the Act shall first become applicable with respect to the equity securities of such insurer shall not be subject to the operation of subsection (b) of the Act.

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