Wisconsin Administrative Code › Office of the Commissioner of Insurance › Chapter Ins 6 - General › Section Ins 6.41 - Insider trading of equity securities of domestic stock insurers

Current through June 24, 2024
(1) DEFINITIONS.
(a) "Insurer" means any domestic insurance
			 company with an equity security subject to the provisions of s.
			 611.31,
			 Stats., and not exempt thereunder.
(b) "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.
(c) "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.
(d) Securities held of
			 record.
1. For the purpose of determining
			 whether the equity securities of an insurer are held of record by 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 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 person.
d. Securities held by 2 or more persons as
			 co-owners shall be included as held by one 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
			 person.
2.
			 Notwithstanding subd. 1.:
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 s.
			 611.31,
			 Stats., the beneficial owners of such securities shall be deemed to be the
			 record owners thereof.
(e) "Class" means all securities of an
			 insurer which are of substantially similar character and the holders of which
			 enjoy substantially similar rights and privileges.