3.1 Section 561-1 Filing of Statements. 3.1.1 Initial Statements of beneficial ownership of equity securities required by §561 shall be filed on Form 3, attached hereto. Statements of changes in such beneficial ownership required by Section 561 shall be filed on Form 4, attached hereto. All such statements shall be prepared and filed in accordance with the requirements of the applicable form.3.1.2 Any director or officer who is required to file a statement on Form 4 with respect to any change in his beneficial ownership of equity securities which occurs within 6 months after he became a director or officer of the insurer or within 6 months after equity securities of such insurer first became registered pursuant to Section 1 of the Act, shall include in the first such statement the information called for by Form 4 with respect to all changes in his beneficial ownership of equity securities of such insurer which occurred within 6 months prior to the date of the changes which requires the filing of such statements.3.1.3 Any person who has ceased to be a director or officer of an insurer which has equity securities registered pursuant to Section 1 of the Act, or who is a director or officer of an insurer at the time it ceased to have any equity securities so registered, shall file a statement on Form 4 with respect to any change in his beneficial ownership of equity securities of such insurer which shall occur on or after the date on which he ceased to be such director or officer or the date on which the insurer ceased to have any equity securities so registered, as the case may be, if such change shall occur within 6 months after any change in his beneficial ownership of such securities prior to such date. The statement on Form 4 shall be filed within 10 days after the end of the month in which the reported change in beneficial ownership occurs.3.2 Section 561-2 Ownership of More Than 10 Per Cent of an Equity Security.3.2.1 In determining, for the purpose of § 561 whether a person is the beneficial owner, directly or indirectly, of more than 10 per cent 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 section a person acting in good faith may rely on the information contained in the latest Convention Form Statement 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.3.3 Section 561-3 Disclaimer of Beneficial Ownership.3.3.1 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 the Act, the beneficial owner of any equity securities covered by the statement.3.4 Section 561-4 Exemptions From 18 Del.C. § 561, 562. 3.4.1 During the period of 12 months following their appointment and qualification, securities held by the following persons shall be exempt from 18 Del.C. § 561, 562: 3.4.1.1 Executors or administrators of the estate of a decedent;3.4.1.2 Guardians or committees for an incompetent; and3.4.1.3 Receivers, trustees in bankruptcy, assignees for the benefit of creditors, conservators, liquidating agents, and other similar person duly authorized by law to administer the estate or assets of other persons.3.4.2 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 18 Del.C. § 561 and shall be liable for profits realized from trading in such securities pursuant to 18 Del.C. § 562 only when the estate being administered is a beneficial owner of more than 10 per cent of any class of equity security of an insurer subject to Sub-Chapter IV.3.4.3 Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from 18 Del.C. § 561, 562 during the time they are held by the insurer.3.5 Section 561-5 Exemption From the Act of Securities Purchased or Sold by Odd-Lot Dealers. 3.5.1 Securities purchased or sold by an odd-lot dealer (1) in odd lots so far as reasonably necessary to carry on odd-lot transactions or (2) 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 Sub-Chapter IV with respect to participation by such odd-lot dealer in such transactions.3.6 Section 561-6 Certain Transactions Subject to 18 Del.C. § 561. 3.6.1 The acquisition or disposition of any transferable option, put, call, spread or straddle shall be deemed such a change in the beneficial ownership of the security to which such privilege relates as to require the filing of a statement reflecting the acquisition or disposition of such privilege. Nothing in this section, however, shall exempt any person from filing the statements required upon the exercise of such option, put, call, spread or straddle.3.7 Section 561-7 Ownership of Securities Held in Trust. 3.7.1 Beneficial ownership of a security for the purpose of Section I shall include: 3.7.1.1 the ownership of securities as a trustee where either the trustee or members of his immediate family have a vested interest in the income or corpus of the trust,3.7.1.2 the ownership of a vested beneficial interest in a trust, and3.7.1.3 the ownership of securities as a settlor of a trust in which the settlor has the power to revoke the trust without obtaining the consent of all the beneficiaries.3.7.2 Except as provided in paragraph (3.7.1.3) hereof, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provisions of Section 1 where less than twenty per cent in market value of the securities having a readily ascertainable market value held by such trust, determined as of the end of the preceding fiscal year of the trust, consists of equity securities with respect to which reports would otherwise be required. Exemption is likewise accorded from Section 1.0 with respect to any obligation which would otherwise be imposed solely by reason of ownership as settlor or beneficiary of securities held in trust, where the ownership, acquisition, or disposition of such securities by the trust is made without prior approval by the settlor or beneficiary. No exemption pursuant to this subsection shall, however, be acquired or lost solely as a result of changes in the value of the trust assets during any fiscal year or during any time when there is no transaction by the trust in the securities otherwise subject to the reporting requirements of 18 Del.C. § 561.3.7.3 In the event that 10 per cent of any class of any equity security of an insurer is held in a trust, that trust and the trustees thereof as shall be deemed a person required to file the reports specified in 18 Del.C. § 561.3.7.4 Not more than one report need be filed to report any holdings or with respect to any transaction in securities held by a trust, regardless of the number of officers, directors or ten per cent stockholders who are either trustees, settlors, or beneficiaries of a trust, provided that the report filed shall disclose the names of all trustees, settlors and beneficiaries who are officers, directors or ten per cent stockholders. A person having an interest only as a beneficiary of a trust shall not be required to file any such report so long as he relies in good faith upon an understanding that the trustee of such trust will file whatever reports might otherwise be required of such beneficiary.3.7.5 used in this section the "immediate family" of a trustee means: 3.7.5.1 a son or daughter of the trustee, or a descendant of either,3.7.5.2 a stepson or stepdaughter of the trustee,3.7.5.3 the father or mother of the trustee, or an ancestor of either,3.7.5.4 a stepfather or stepmother of the trustee,3.7.5.5 a spouse of the trustee.3.7.6 For the purpose of determining whether any of the foregoing relations exists, a legally adopted child of a person shall be considered a child of such person by blood.3.7.7 In determining, for the purposes of 18 Del.C. § 561, whether a person is the beneficial owner, directly or indirectly, of more than 10 per cent of any class of any equity security, the interest of such person in the remainder of a trust shall be excluded from the computation.3.7.8 No report shall be required by any person, whether or not otherwise subject to the requirement of filing reports under Section 1.0, with respect to his indirect interest in portfolio securities held by: 3.7.8.1 a pension or retirement plan holding securities of an insurer whose employees generally are the beneficiaries of the plan,3.7.8.2 a business trust with over 25 beneficiaries.3.7.9 Nothing in this section shall be deemed to impose any duties or liabilities with respect to reporting any transaction or holding prior to its effective date.3.8 Section 561-8 Exemption for Small Transactions.3.8.1 Any acquisition of securities shall be exempt from § 561 where 3.8.1.1 The person effecting the acquisition does not within six months thereafter effect any disposition, otherwise than by way of gift, of securities of the same class, and3.8.1.2 The person effecting such acquisition does not participate in acquisitions or in dispositions of securities of the same class having a total market value in excess of $3,000 for any six months' period during which the acquisition occurs.3.8.2 Any acquisition or disposition of securities by way of gift, where the total amount of such gifts does not exceed $3,000 in market value for any six months' period, shall be exempt from § 561 and may be excluded from the computations prescribed in 3.8.1.2.3.8.3 Any person exempted by paragraph 3.8.1 or 3.8.2 of this section shall include in the first report filed by him after a transaction within the exemption a statement showing his acquisitions and dispositions for each six months' period or portion thereof which has elapsed since his last filing.3.9 Section 561-9 Exemption From 18 Del.C. § 562 of Transactions Which Need Not Be Reported Under 18 Del.C. § 561. 3.9.1 Any transaction which has been or shall be exempted from the requirements of 18 Del.C. § 561 shall, insofar as it is otherwise subject to the provisions of 18 Del.C. § 562, be likewise exempted from 18 Del.C. § 562.Form 3
INSTRUCTIONS
1. Persons Required to File Statements. A statement on this form is required to be filed by every person who is directly or indirectly the beneficial owner of more than 10 per cent 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.
2. When Statements Are to Be Filed. (a) Persons who hold any of the relationships specified in Instruction 1 are required to file a statement by January 31, 1966 or within 10 days after assuming such relationship, whichever date is later.(b) Statements are not deemed to have been filed with the Commissioner until they have actually been received by him.3. Where Statements Are to Be Filed. One signed copy of each statement shall be filed with the Commissioner of Insurance, Dover, Del.
4. Separate Statement for Each Company. A separate statement shall be filed with respect to the securities of each company.
5. Relationship of Reporting Person to Company. Indicate clearly the relationship of the reporting person to the company; for example, "Director and Vice President," "Beneficial owner of more than 10 per cent of the company's common stock," etc.
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 Instruction 1, as of the date that relationship was assumed.
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," "$6 Convertible Preferred Stock," "5% Debentures Due 1965," etc.
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.
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 so desires, also indicate in a footnote, or other appropriate manner, the extent of his interest in the partnership, corporation, trust or other entity.
10. Inclusion of Additional Information. A statement may include any additional information or explanation deemed relevant by the person filing the statement.
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 specifically on his behalf by a person authorized to sign for him.
Form 4
INSTRUCTIONS
1. Persons Required to File Statements. Statements on this form are required to be filed by every person who at any time during any calendar month was directly or indirectly the beneficial owner of more than 10 per cent of any class of equity security of a domestic stock insurance company, or a director or officer of the company which is the issuer of such securities, and who during such month had any change in his beneficial ownership of any class of equity security of such company.
2. When Statements Are to Be Filed. Statements are required to be filed on or before the 10th day after the end of each month in which any change in beneficial ownership has occurred. Statements are not deemed to have been filed with the Commissioner until they have actually been received by him.
3. Where Statements Are to Be Filed. One signed copy of each statement shall be filed with the Commissioner of Insurance, Dover, Del.
4. Separate Statement for Each Company. A separate statement shall be filed with respect to the securities of each company.
5. Relationship 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 per cent of the company's common stock," etc.
6. Transactions and Holdings to Be Reported. Every transaction shall be reported even though purchases and sales during the month are equal or the change involves only the nature of ownership; for example, from direct to indirect ownership. Beneficial ownership at the end of the month of all classes of securities required to be reported shall be shown even though there has been no change during the month in the ownership of securities of one or more classes.
7. Title of Security. The statement of the title of the security shall be such as clearly to identify the security even though there may be only one class; for example, "Class A Common Stock," "$6 Convertible Preferred Stock," "5% Debentures Due 1965," etc.
8. Date of Transaction. The exact date (month, day and year) of each transaction shall be stated opposite the amount involved in the transaction.
9. Statement of Amounts of Securities. In stating the amount of the securities acquired, disposed of, or 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, i.e., through a partnership, corporation, trust or other entity, the entire amount of securities involved in the transaction or owned by the partnership, corporation, trust or other entity shall be stated. The person whose ownership is reported may, if he so desires, also indicate in a footnote, or other appropriate manner, the extent of his interest in the transaction or holdings of the partnership, corporation, trust or other entity.
10. 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 from those owned through a different type of indirect ownership.
11. Character of Transaction. If the transaction was with the issuer of the securities, so state. If it involved the purchase of securities through the exercise of options, so state and give the exercise price per share. If any other purchase or sale was effected otherwise than in the open market, that fact shall be indicated. If the transaction was not a purchase or sale, indicate its character; for example, gift, 5% stock dividend, etc., as the case may be. The foregoing information may be appropriately set forth in the table or under "Remarks" at the end of the table.
12. Inclusion of Additional Information. A statement may include any additional information or explanation deemed relevant by the person filing the statement.
13. 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 specifically on his behalf by a person authorized to sign for him.
18 Del. Admin. Code § 402-3.0