Ins 6.41(1)(1)Definitions.
Ins 6.41(1)(a)(a) “Insurer” means any domestic insurance company with an equity security subject to the provisions of s. 611.31, Stats., and not exempt thereunder.
Ins 6.41(1)(b)(b) “Officer” means a president, vice president, treasurer, actuary, secretary, controller and any other person who performs for the insurer functions corresponding to those performed by the foregoing officers.
Ins 6.41(1)(c)(c) “Equity security” means any stock or similar security; or any voting trust certificate or certificate of deposit for such a security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.
Ins 6.41(1)(d)(d) Securities held of record.
Ins 6.41(1)(d)1.1. For the purpose of determining whether the equity securities of an insurer are held of record by 100 or more persons, securities shall be deemed to be “held of record” by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the insurer, subject to the following:
Ins 6.41(1)(d)1.a.a. In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.
Ins 6.41(1)(d)1.b.b. Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.
Ins 6.41(1)(d)1.c.c. Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one person.
Ins 6.41(1)(d)1.d.d. Securities held by 2 or more persons as co-owners shall be included as held by one person.
Ins 6.41(1)(d)1.e.e. Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the insurer can establish that, if such securities were registered, they would be held of record, under the provisions of this rule, by a lesser number of persons.
Ins 6.41(1)(d)1.f.f. Securities registered in substantially similar names where the insurer has reason to believe because of the address or other indications that such names represent the same person, may be included as held of record by one person.
Ins 6.41(1)(d)2.2. Notwithstanding subd. 1.:
Ins 6.41(1)(d)2.a.a. Securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities; provided, however, that the insurer may rely in good faith on such information as is received in response to its request from a nonaffiliated insurer of the certificates or evidences of interest.
Ins 6.41(1)(d)2.b.b. If the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of s. 611.31, Stats., the beneficial owners of such securities shall be deemed to be the record owners thereof.
Ins 6.41(1)(e)(e) “Class” means all securities of an insurer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges.
Ins 6.41(2)(2)Transactions exempted from the operation of s. 611.31 (4) (b), Stats. Any acquisition or disposition of any equity security by a director or officer of an insurer within 6 months prior to June 27, 1965 shall not be subject to the operation of s. 611.31 (4) (b), Stats.
Ins 6.41(3)(3)Rules under s. 611.31 (4) (a), Stats.
Ins 6.41(3)(a)(a) Filing of statements. Initial statements of beneficial ownership of equity securities required by s. 611.31 (4) (a), Stats., shall be filed on the form prescribed by s. Ins 6.42. Statements of changes in such beneficial ownership required by s. 611.31 (4) (a), Stats., shall be filed on the form prescribed by s. Ins 6.43. All such statements shall be prepared and filed in accordance with the requirements of the applicable form.
Ins 6.41(3)(b)(b) Ownership of more than 10% of an equity security. In determining, for the purpose of s. 611.31 (4) (a), Stats., whether a person is the beneficial owner, directly or indirectly, of more than 10% of any class of any equity security, such class shall be deemed to consist of the total amount of such class outstanding, exclusive of any securities of such class held by or for the account of the insurer or a subsidiary of the insurer; except that for the purpose of determining percentage ownership of voting trust certificates or certificates of deposit for equity securities, the class of voting trust certificates or certificates of deposit shall be deemed to consist 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 which may be deposited under the voting trust agreement or deposit agreement in question, whether or not all of such outstanding securities have been so deposited. For the purpose of this par. (b) a person acting in good faith may rely on the information contained in the latest annual statement form, prescribed by s. Ins 7.02, filed with the commissioner 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 thereof issuable.
Ins 6.41(3)(c)(c) Disclaimer of beneficial ownership. Any person filing a statement may expressly declare therein that the filing of such statement shall not be construed as an admission that such person is, for the purpose of s. 611.31, Stats., the beneficial owner of any equity securities covered by the statement.
Ins 6.41(3)(d)(d) Exemptions from s. 611.31 (4) (a) and (b), Stats.
Ins 6.41(3)(d)1.1. During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from s. 611.31 (4) (a) and (b), Stats.:
Ins 6.41(3)(d)1.a.a. Executors or administrators of the estate of a decedent;
Ins 6.41(3)(d)1.b.b. Guardians or committees for an incompetent; and
Ins 6.41(3)(d)1.c.c. Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar persons duly authorized by law to administer the estate or assets of other persons.
Ins 6.41(3)(d)2.2. After the 12-month period following their appointment or qualification the foregoing persons shall be required to file reports with respect to the securities held by the estates which they administer under s. 611.31 (4) (a), Stats., and shall be liable for profits realized from trading in such securities pursuant to s. 611.31 (4) (b), Stats., only when the estate being administered is a beneficial owner of more than 10% of any class of equity security of an insurer subject to s. 611.31, Stats.
Ins 6.41(3)(d)3.3. Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from s. 611.31 (4) (a) and (b), Stats., during the time they are held by the insurer.
Ins 6.41(3)(e)(e) Exemption from s. 611.31, Stats., of securities purchased or sold by odd-lot dealers. Securities purchased or sold by an odd-lot dealer in odd lots so far as reasonably necessary to carry on odd-lot transactions or in round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business, shall be exempt from the provisions of s. 611.31, Stats., with respect to participation by such odd-lot dealer in such transactions.