OAR 836-024-0120
Ownership of more than 10 percent of an equity security

(1)

When it is to be determined for the purpose of ORS 732.430 (Filing statement of security ownership with director) whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any equity security, the class of the equity security consists of the total amount of the class outstanding, except for any securities of the class held by or for the account of the insurer or subsidiary of the insurer. To determine the percentage ownership of voting trust certificates or certificates of deposit for equity securities, however, the class of voting trust certificates or certificates of deposit consists of the amount of voting trust certificates or certificates of deposit issuable with respect to the total amount of outstanding equity securities of the class that may be deposited under the voting trust agreement or deposit agreement in question, regardless of whether all of the outstanding securities have been so deposited. For the purpose of this rule, a person acting in good faith may rely on the information contained in the latest Annual Statement filed with the Director of the Department of Consumer and Business Services with respect to the amount of securities of a class outstanding or in the case of voting trust certificates or certificates of deposit the amount issuable.

(2)

When it is to be determined for the purpose of ORS 732.430 (Filing statement of security ownership with director) whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of equity securities, the person is considered to be the beneficial owner of securities of any class that the person has a right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities. A security that is subject to such an option, warrant, right or conversion privilege held by a person is considered to be outstanding for the purpose of computing, in accordance with section (1) of this rule, the percentage of outstanding securities of the class owned by the person. The security, however, is not considered to be outstanding for the purpose of computing the percentage of the class owned by another person.

(3)

Section (2) of this rule does not relieve any person of a duty to comply with ORS 732.430 (Filing statement of security ownership with director) with respect to any equity securities consisting of options, warrants, rights or convertible securities that are otherwise subject as a class under 732.430 (Filing statement of security ownership with director).

Source: Rule 836-024-0120 — Ownership of more than 10 percent of an equity security, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0120.

836–024–0003
Statutory Authority 836–024–0004
Application of OAR 836-024-0003 to 836-024-0055 836–024–0006
Definitions 836–024–0008
Solicitations to which OAR 836-024-0003 to 836-024-0055 Apply 836–024–0026
Information to Be Furnished to Security Holders 836–024–0031
Requirements as to Proxy 836–024–0033
Presentation of Information in Proxy Statement 836–024–0036
Material Required to Be Filed 836–024–0038
Mailing Communications for Security Holders 836–024–0039
Proposals of Security Holders 836–024–0041
False or Misleading Statements 836–024–0046
Prohibition of Certain Solicitations 836–024–0051
Special Provisions Applicable to Election Contests 836–024–0053
Filings Required in an Election Contest 836–024–0054
Counter Solicitations Prior to Furnishing Required Written Proxy Statement 836–024–0055
Filing Requirements for Preliminary Solicitation Material 836–024–0100
Statutory authority 836–024–0105
Definitions 836–024–0110
Securities “Held of Record” for Purpose of ORS 732.425 836–024–0115
Filing of Statements 836–024–0120
Ownership of more than 10 percent of an equity security 836–024–0125
Disclaimer of Beneficial Ownership 836–024–0130
Exemptions from ORS 732.430 and 732.435 836–024–0135
Exemptions from ORS 732.420 to 732.455 of Securities Purchased or Sold by Odd-lot Dealers 836–024–0140
Certain Transactions Subject to ORS 732.430 836–024–0145
Ownership of Securities Held in Trust 836–024–0150
Exemption for Small Transactions 836–024–0155
Exemption from ORS 732.435 That Need not be Reported Under ORS 732.430 836–024–0160
Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution 836–024–0165
Exemption from ORS 732.435 of Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus, Stock Option or Similar plans 836–024–0170
Exemption from ORS 732.435 of Certain Transactions in Which Securities are Received by Redeeming other Securities 836–024–0175
Exemption of long Term Profits Incident to Sales Within Six Months of the Exercise of an Option 836–024–0180
Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation 836–024–0185
Exemption from ORS 732.435 of Transactions Involving the Deposit or Withdrawal of Equity Securities Under a Voting Trust or Deposit Agreement 836–024–0190
Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities 836–024–0200
Exemption from ORS 732.435 of Certain Transactions Involving the Sale of Subscription Rights 836–024–0205
Exemption of Certain Securities from ORS 732.440 836–024–0210
Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution 836–024–0215
Exemption from ORS 732.440 of Sales of Securities to be Acquired 836–024–0220
Arbitrage Transactions under ORS 732.450
Last Updated

Jun. 8, 2021

Rule 836-024-0120’s source at or​.us