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 (accessed May 26, 2025).

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

May 26, 2025

Rule 836-024-0190's source at or​.us