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

Current through Register Vol. XLI, No. 28, July 12, 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.