OAR 836-024-0190
Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities


(1)

An acquisition or disposition of an equity security involved in the conversion of an equity security is exempt from ORS 732.435 (Suit to recover insider profits) if the converted equity security, either immediately or after a stated period of time, is convertible by its terms or pursuant to the terms of the insurer’s articles of incorporation or other governing instrument into another equity security of the same insurer.

(2)

Unless an acquisition or disposition described in section (1) of this rule is included in a transaction involved in the conversion or in a transaction exempted by any other provision of OAR 836-024-0100 (Statutory authority; purpose) to 836-024-0220 (Arbitrage Transactions under ORS 732.450) that implements ORS 732.435 (Suit to recover insider profits), the exemption established in subsection (1) of this rule does not apply if either of the following has occurred within a period of less than six months before or after the conversion, including the date of the conversion. This section applies to the following:

(a)

A purchase of any equity security of the class convertible, including any acquisition of or change in a conversion privilege and a sale of any equity security of the class issuable upon conversion; or

(b)

A sale of any equity security of the class convertible and any purchase of any equity security issuable upon conversion.

(3)

For the purpose of this rule:

(a)

An equity security is not considered to be acquired or disposed of upon conversion of an equity security if the terms of the converted equity security require the payment or entail the receipt of cash or other property in connection with the conversion, other than equity securities involved in the conversion, equal in value at the time of conversion to more than 15 percent of the value of the equity security issued upon conversion.

(b)

An equity security is considered to be convertible if it is convertible at the option of the holder or of some other person or by operation of the terms of the security or the governing instruments.

Source: Rule 836-024-0190 — Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0190.

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 836-024-0190’s source at or​.us