{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-2126.1","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-2126.1","heading":"Purchase and sale of equity interests in domestic stock","body":"insurers by officers.\n\nA. Every person who is directly or indirectly the beneficial\n\nowner of more than ten percent (10%) of any class of equity security\n\nof a domestic stock insurer or who is a director or officer of such\n\ninsurer shall file in the office of the Insurance Commissioner on or\n\nbefore the thirty-first day of October, nineteen hundred sixty-five\n\nor within ten (10) days after he becomes such beneficial owner,\n\ndirector or officer a statement, in such form and detail and subject\n\nto such rules and regulations as the Commissioner may prescribe, of\n\nthe amount of all equity securities of such insurer of which he is\n\nthe beneficial owner, and within ten (10) days after the close of\n\neach calendar month, thereafter, if there has been a change in such\n\nownership during such month, shall file in the office of the\n\nCommissioner a statement, in such form and detail and subject to\n\nsuch rules and regulations as the Commissioner may prescribe,\n\nindicating his ownership at the close of the calendar month and such\n\nchanges in his ownership as have occurred during such calendar\n\nmonth.\n\nB. For the purpose of preventing the unfair use of information\n\nwhich may have been obtained by such beneficial owner, director or\n\nofficer by reason of his relationship to such insurer, any profit\n\nrealized by him from any purchase and sale, or any sale and\n\npurchase, of any equity security of such insurer within any period\n\nof less than six (6) months, unless such equity security was\n\nacquired in good faith in connection with a debt previously\n\ncontracted, shall inure to and be recoverable by the insurer,\n\nirrespective of any intention on the part of such beneficial owner,\n\ndirector or officer in entering into such transaction of holding the\n\nequity security purchased or of not repurchasing the stock sold for\n\na period exceeding six (6) months. Suit to recover such profit may\n\nbe instituted at law or in equity in any court of competent\n\njurisdiction by the insurer or by the owner of any equity security\n\nof the insurer in the name and in behalf of the insurer if the\n\ninsurer shall fail or refuse to bring such suit within sixty (60)\n\ndays after request or shall fail diligently to prosecute the same\n\nthereafter; but no such suit shall be brought more than two (2)\n\nyears after the date such profit was realized. This paragraph shall\n\nnot be construed to cover any transaction where such beneficial\n\nowner was not such both at the time of the purchase and sale, or the\n\nsale and purchase, of the security involved, or any transaction or\n\ntransactions which the Commissioner may by rules and regulations\n\nexempt as not comprehended within the purpose of this paragraph.\n\nC. It shall be unlawful for any such beneficial owner, director\n\nor officer, directly or indirectly, to sell any equity security of\n\nsuch insurer if the person selling the stock or his principal (i)\n\ndoes not own the security sold, or (ii) if owning the security, does\n\nnot deliver it against such sale within twenty (20) days thereafter,\n\nor does not within five (5) days after such sale deposit it in the\n\nmails or other usual channels of transportation; but no person shall\n\nbe deemed to have violated this paragraph if he proves that\n\nnotwithstanding the exercise of good faith he was unable to make\n\nsuch delivery or deposit within such time, or that to do so would\n\ncause undue inconvenience or expense.\n\nD. The provisions of paragraph B of this section shall not\n\napply to any purchase and sale, or sale and purchase, and the\n\nprovisions of paragraph C of this section shall not apply to any\n\nsale, of an equity security of a domestic stock insurance company\n\nnot then or theretofore held by him in an investment account, by a\n\ndealer in the ordinary course of his business and incident to the\n\nestablishment or maintenance by him of a primary or secondary market\n\n(otherwise than on an exchange as defined in the Securities Exchange\nions of paragraph C of this section shall not apply to any\n\nsale, of an equity security of a domestic stock insurance company\n\nnot then or theretofore held by him in an investment account, by a\n\ndealer in the ordinary course of his business and incident to the\n\nestablishment or maintenance by him of a primary or secondary market\n\n(otherwise than on an exchange as defined in the Securities Exchange\n\nAct of 1934) for such security. The Commissioner may, by such rules\n\nand regulations as he deems necessary or appropriate in the public\n\ninterest, define and prescribe terms and conditions with respect to\n\nsecurities held in an investment account and transactions made in\n\nthe ordinary course of business and incident to the establishment or\n\nmaintenance of a primary or secondary market.\n\nE. The provisions of paragraphs A, B and C of this section\n\nshall not apply to foreign or domestic arbitrage transactions unless\n\nmade in contravention of such rules and regulations as the\n\nCommissioner may adopt in order to carry out the purpose of this\n\nact.\n\nF. The term \"equity security\" when used in this act means any\n\nstock or similar security; or any security convertible, with or\n\nwithout consideration, into such a security, or carrying any warrant\n\nor right to subscribe to or purchase such a security; or any such\n\nwarrant or right; or any other security which the Commissioner shall\n\ndeem to be of similar nature and consider necessary or appropriate,\n\nby such rules and regulations as he may prescribe in the public\n\ninterest or for the protection of investors, to treat as an equity\n\nsecurity. The term \"officer\" when used in this act means a\n\ndirector, president, vice-president, treasurer, actuary, secretary,\n\ncontroller, and any other person who performs for the company\n\nfunctions corresponding to those performed by the foregoing\n\nofficers. The term \"Commissioner\" when used in this act means the\n\nInsurance Commissioner. The term \"insurer\" when used in this act\n\nmeans any domestic stock insurer. The term \"person\" when used in\n\nthis act includes any firm, partnership, association or corporation.\n\nG. The Commissioner shall have the power to make such rules and\n\nregulations as may be necessary for the execution of the functions\n\nvested in him by paragraphs A through F of this section, and may for\n\nsuch purpose classify domestic stock insurance companies,\n\nsecurities, and other persons or matters within his jurisdiction.\n\nNo provision of paragraphs A, B and C of this section, imposing any\n\nliability shall apply to any act done or omitted in good faith in\n\nconformity with any rule or regulation of the Commissioner,\n\nnotwithstanding that such rule or regulation may, after such act or\n\nomission, be amended or rescinded or determined by judicial or other\n\nauthority to be invalid for any reason.\n\nH. For the purpose of carrying into effect the provisions of\n\nthis act, there is hereby imposed a filing fee of Two Dollars\n\n($2.00) on each monthly statement filed pursuant to this act. Such\n\nfee shall be due and payable when such statement is filed and shall\n\nbe paid to the Insurance Commissioner.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"88baedd6313fd9106d2ab513efb743dbb247f3e56fc502c51c39d487e945a54a","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-2126","next":"us-ok/okla.-stat.-tit.-36-36-2126.4"},"notice":"GroundRules: Original legal text. Not legal advice."}