10 Pa. Code § 609.012 - Computing the number of offerees, purchasers and clients
(a) Under section 609(a) of the act
(70
P.S. §
1-609(a)), the
Department, to provide a consistent method of computing the number of offerees,
purchasers and clients under relevant provisions of the act and regulations
promulgated thereunder, has determined that all of the following apply:
(1) A person who is offered or purchases
securities or becomes a client is counted as a separate offeree, purchaser or
client, unless the person is otherwise specifically excluded under this
section.
(2) If more than one
person, related by blood or marriage, are offerees, purchasers or clients, the
persons are counted as one offeree, purchaser or client if they either:
(i) Reside in the same household.
(ii) Are under 18 years of age.
(3) An entity is counted as one
person, and a direct or beneficial owner of equity interests or equity
securities in the entity is not counted as an offeree, purchaser or client,
unless one of the following applies:
(i) With
respect to computing offerees and purchasers, the entity was organized to
specifically acquire the securities being offered or purchased.
(ii) With respect to computing clients, if
the services provided by the person effecting transactions in securities for
the account of the entity or providing investment advice to the entity are
based on the investment decisions of the direct or beneficial owners rather
than on the investment objectives of the entity.
(4) Notwithstanding the provisions of
paragraph (3)(i):
(i) In the case of a trust,
if the settlor and the beneficiaries are related by blood or marriage, the
trust and the trustee, when acting on behalf of the trust or simultaneously on
his own behalf, is counted only as one offeree, purchaser or client.
(ii) Multiple trusts are counted as one
offeree, purchaser or client if all of the beneficiaries are related by blood
or marriage.
(5)
Notwithstanding the provisions of paragraph (3)(i) in an entity in which all
owners of equity interests or equity securities, excluding contingent interests
and director's qualifying shares, are persons related by blood or marriage
residing in the same household, the following apply:
(i) The entity is counted as one
person.
(ii) The owners of the
interests or securities in the entity are not counted as offerees, purchasers
and clients.
(b) This section does not apply if a section
of the act or a regulation promulgated thereunder sets forth another method of
computing offerees, purchasers or clients.
Notes
The provisions of this §609.012 issued under section 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. § 1-609(a)); amended under section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); section 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. § 1-609(a)); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.