Ins 6.41(5)(b)1.1. The sale is represented by an over-allotment in which the dealer is participating as a member of an underwriting group, or the dealer or a person acting on his or her behalf intends in good faith to offset such sale with a security to be acquired by or on behalf of the dealer as a participant in an underwriting, selling or soliciting-dealer group of which the dealer is a member at the time of the sale, whether or not the security to be so acquired is subject to a prior offering to existing security holders or some other class of persons; and
Ins 6.41(5)(b)2.2. Other persons not within the purview of s. 611.31 (4) (c), Stats., are participating in the distribution of such block of securities on terms at least as favorable as those on which such dealer is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of s. 611.31 (4) (c), Stats., by this par. (b). However, the performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing such functions shall not preclude an exemption which would otherwise be available under this par. (b).
Ins 6.41(5)(c)(c) Exemption from s. 611.31 (4) (c), Stats., of sales of securities to be acquired.
Ins 6.41(5)(c)1.1. Whenever any person is entitled, as an incident to ownership of an issued security and without the payment of consideration, to receive another security “when issued” or “when distributed,” the security to be acquired shall be exempt from the operation of s. 611.31 (4) (c), Stats., provided that:
Ins 6.41(5)(c)1.a.a. The sale is made subject to the same conditions as those attaching to the right of acquisition, and
Ins 6.41(5)(c)1.b.b. Such person exercises reasonable diligence to deliver such security to the purchaser promptly after the right of acquisition matures, and
Ins 6.41(5)(c)1.c.c. Such person reports the sale on the appropriate form for reporting transactions by persons subject to s. 611.31 (4) (a), Stats.
Ins 6.41(5)(c)2.2. This par. (c) shall not be construed as exempting transactions involving both a sale of a security “when issued” or “when distributed” and a sale of the security by virtue of which the seller expects to receive the “when-issued” or “when-distributed” security, if the 2 transactions combined result in a sale of more units than the aggregate of those owned by the seller plus those to be received by him or her pursuant to the right of acquisition.
Ins 6.41(6)(6)Regulation under s. 611.31 (4) (e), Stats.
Ins 6.41(6)(a)(a) Arbitrage transactions under s. 611.31 (4) (e), Stats. It shall be unlawful for any director or officer of an insurer to effect any foreign or domestic arbitrage transaction in any equity security of such insurer, unless he or she shall include such transaction in the statements required by s. 611.31 (4) (a), Stats., and shall account to such insurer for the profits arising from such transaction, as provided in s. 611.31 (4) (b), Stats. The provision of s. 611.31 (4) (c), Stats., shall not apply to such arbitrage transactions. The provisions of s. 611.31, Stats., shall not apply to any bona fide foreign or domestic arbitrage insofar as it is effected by any person other than such director or officer of the insurer.
Ins 6.41 NoteNote: Copies of UNITED STATES CODE, title 26, Internal Revenue Code of 1954 as amended to date of adoption of the above section sections 368(c), 422, 423 and 424(b), are available for inspection at the office of the Insurance Department, the Secretary of State, and the Legislative Reference Bureau, or the code may be procured for personal use from the U.S. Government Printing Office, Washington, D. C.
Ins 6.41 HistoryHistory: Cr. Register, August, 1966, No. 128, eff. 9-1-66; am. Register, December, 1977, No. 264, eff. 1-1-78; am. (1) (d) 2., Register, March, 1979, No. 279, eff. 4-1-79; corrections made under s. 13.93 (2m) (b) 5., Stats., Register, April, 1992, No. 436; correction in (3) (b) made under s. 13.93 (2m) (b) 7., Stats., Register, January, 1999, No. 517; correction in (3) (i) (title) made under s. 13.92 (4) (b) 2., Stats., Register, January, 2012 No. 673.
Ins 6.42Ins 6.42Initial statement of beneficial ownership of securities.
Ins 6.42(1)(1)Persons required to file statements. A statement on Form 3 (shown at the end of this rule) of initial statement of beneficial ownership of securities is required to be filed by every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security of a domestic stock insurance company, or who is a director or an officer of such a company.
Ins 6.42(2)(2)When statements are to be filed.
Ins 6.42(2)(a)(a) Beginning September 1, 1966, persons who hold any of the relationships specified in sub. (1) are required to file a statement within 10 days after assuming such relationship. Statements are not deemed to have been filed with the commissioner until they have actually been received by him or her.
Ins 6.42(2)(b)(b) Persons who held any of the relationships specified in sub. (1) as of January 31, 1966, or who assumed such relationship(s) during the period of January 31, 1966 through August 31, 1966, are required to file such initial statement of beneficial ownership of securities by September 10, 1966.
Ins 6.42(3)(3)Where statements are to be filed. One signed copy of each statement shall be filed with the commissioner of insurance, P.O. Box 7873, Madison, Wisconsin 53707-7873.
Ins 6.42(4)(4)Separate statement for each company. A separate statement shall be filed with respect to the securities of each company.
Ins 6.42(5)(5)Relation of reporting person to company. Indicate clearly the relationship of the reporting person to the company; for example, “Director”, “Director and Vice President”, “Beneficial owner of more than 10% of the company’s stock”, etc.
Ins 6.42(6)(6)Date as of which beneficial ownership is to be given. The information as to beneficial ownership of securities shall be given as of January 31, 1966, or, in the case of persons who subsequently assume any of the relationships specified in sub. (1), as of the date that relationship was assumed.
Ins 6.42(7)(7)Title of security. The statement of the title of a security shall be such as clearly to identify the security even though there may be only one class; for example, “Class A Common Stock”.
Ins 6.42(8)(8)Nature of ownership. Under “Nature of ownership”, state whether ownership of the securities is “direct” or “indirect”. If the ownership is indirect, i.e., through a partnership, corporation, trust or other entity, indicate, in a footnote or other appropriate manner, the name or identity of the medium through which the securities are indirectly owned. The fact that securities are held in the name of a broker or other nominee does not, of itself, constitute indirect ownership. Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership.
Ins 6.42(9)(9)Statement of amount owned. In stating the amount of securities beneficially owned, give the face amount of debt securities or the number of shares or other units of other securities. In the case of securities owned indirectly, the entire amount of securities owned by the partnership, corporation, trust or other entity shall be stated. The person whose ownership is reported may, if he or she so desires, also indicate in a footnote, or other appropriate manner, the extent of his or her interest in the partnership, corporation, trust or other entity.
Ins 6.42(10)(10)Inclusion of additional information. A statement may include any additional information or explanation deemed relevant by the person filing the statement.
Ins 6.42(11)(11)Signature. If the statement is filed for a corporation, partnership, trust, etc., the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement. If the statement is filed for an individual, it shall be signed by him or her or specifically on his or her behalf by a person authorized to sign for him or her.
Ins 6.42 HistoryHistory: Cr. Register, August, 1966, No. 128, eff. 9-1-66; am. Register, September, 1976, No. 249, eff. 10-1-76; corrections made under s. 13.93 (2m) (b) 5., Stats., Register, April, 1992, No. 436.
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State of Wisconsin
Commissioner of Insurance
Form 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
(Filed pursuant to Wisconsin Administrative Code section Ins 6.42)

(Name of insurance company)

(Name of person whose ownership is reported)

(Business address of such person; street, city, state, zip code)

Relationship of such person to company named above. (See s. Ins 6.42 (5))

Date of event which requires the filing of this statement. (See s. Ins 6.42 (6))

Securities Beneficially Owned