Illinois Administrative Code › Title 50 - INSURANCE › Part 204 - INSIDER TRADING OF DOMESTIC STOCK INSURANCE COMPANY EQUITY SECURITIES › Section 204.10 - General Application

Current through Register Vol. 48, No. 28, July 12, 2024
a)
			 Definition of Terms
1) "Company" means any
			 domestic stock insurance company, with an equity security subject to the
			 provisions of Section 28.1 of the Illinois Insurance Code and not exempt
			 thereunder.
2) "Act" means Section
			 28.1 of the Illinois Insurance Code. (Ill. Rev. Stat. 1981, ch. 73, par. 640.1
			 )
3) "Officer" means a president,
			 vice president, treasurer, chief actuary, secretary, controller, general
			 counsel, and any other person regardless of his title or lack of title who
			 performs for the company functions corresponding to those usually performed by
			 the foregoing officers.
4) "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.
5) Securities "held of
			 record."
A) For the purpose of determining
			 whether the equity securities of a company are held of record by one hundred 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 company, subject to the following:
i) 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.
ii)
			 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 person.
iii) 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 person.
iv) Securities held by two or more persons as
			 co-owners shall be included as held by one person.
v) Each outstanding unregistered or bearer
			 certificate shall be included as held of record by a separate person, except to
			 the extent that the company 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.
vi)
			 Securities registered in substantially similar names where the company has
			 reason to believe because of the address or other evidence that such names
			 represent the same person, may be included as held of record by one
			 person.
B)
			 Notwithstanding subsection (a) of this Section:
i) Securities held, to the knowledge of the
			 company, 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 company may rely in
			 good faith on such information as is received in response to its request from a
			 non-affiliated company of the certificates or evidences of interest.
ii) If the company 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.
6) "Class" means all securities of
			 a company which are of substantially similar character and the holders of which
			 enjoy substantially similar rights and privileges.