Okla. Stat. tit. 36, § 36-2126.1

insurers by officers.

A. Every person who is directly or indirectly the beneficial

owner of more than ten percent (10%) of any class of equity security

of a domestic stock insurer or who is a director or officer of such

insurer shall file in the office of the Insurance Commissioner on or

before the thirty-first day of October, nineteen hundred sixty-five

or within ten (10) days after he becomes such beneficial owner,

director or officer a statement, in such form and detail and subject

to such rules and regulations as the Commissioner may prescribe, of

the amount of all equity securities of such insurer of which he is

the beneficial owner, and within ten (10) days after the close of

each calendar month, thereafter, if there has been a change in such

ownership during such month, shall file in the office of the

Commissioner a statement, in such form and detail and subject to

such rules and regulations as the Commissioner may prescribe,

indicating his ownership at the close of the calendar month and such

changes in his ownership as have occurred during such calendar

month.

B. For the purpose of preventing the unfair use of information

which may have been obtained by such beneficial owner, director or

officer by reason of his relationship to such insurer, any profit

realized by him from any purchase and sale, or any sale and

purchase, of any equity security of such insurer within any period

of less than six (6) months, unless such equity security was

acquired in good faith in connection with a debt previously

contracted, shall inure to and be recoverable by the insurer,

irrespective of any intention on the part of such beneficial owner,

director or officer in entering into such transaction of holding the

Oklahoma Statutes - Title 36. Insurance Page 635

equity security purchased or of not repurchasing the stock sold for

a period exceeding six (6) months. Suit to recover such profit may

be instituted at law or in equity in any court of competent

jurisdiction by the insurer or by the owner of any equity security

of the insurer in the name and in behalf of the insurer if the

insurer shall fail or refuse to bring such suit within sixty (60)

days after request or shall fail diligently to prosecute the same

thereafter; but no such suit shall be brought more than two (2)

years after the date such profit was realized. This paragraph shall

not be construed to cover any transaction where such beneficial

owner was not such both at the time of the purchase and sale, or the

sale and purchase, of the security involved, or any transaction or

transactions which the Commissioner may by rules and regulations

exempt as not comprehended within the purpose of this paragraph.

C. It shall be unlawful for any such beneficial owner, director

or officer, directly or indirectly, to sell any equity security of

such insurer if the person selling the stock or his principal (i)

does not own the security sold, or (ii) if owning the security, does

not deliver it against such sale within twenty (20) days thereafter,

or does not within five (5) days after such sale deposit it in the

mails or other usual channels of transportation; but no person shall

be deemed to have violated this paragraph if he proves that

notwithstanding the exercise of good faith he was unable to make

such delivery or deposit within such time, or that to do so would

cause undue inconvenience or expense.

D. The provisions of paragraph B of this section shall not

apply to any purchase and sale, or sale and purchase, and the

provisions of paragraph C of this section shall not apply to any

sale, of an equity security of a domestic stock insurance company

not then or theretofore held by him in an investment account, by a

dealer in the ordinary course of his business and incident to the

establishment or maintenance by him of a primary or secondary market

(otherwise than on an exchange as defined in the Securities Exchange
ions of paragraph C of this section shall not apply to any

sale, of an equity security of a domestic stock insurance company

not then or theretofore held by him in an investment account, by a

dealer in the ordinary course of his business and incident to the

establishment or maintenance by him of a primary or secondary market

(otherwise than on an exchange as defined in the Securities Exchange

Act of 1934) for such security. The Commissioner may, by such rules

and regulations as he deems necessary or appropriate in the public

interest, define and prescribe terms and conditions with respect to

securities held in an investment account and transactions made in

the ordinary course of business and incident to the establishment or

maintenance of a primary or secondary market.

E. The provisions of paragraphs A, B and C of this section

shall not apply to foreign or domestic arbitrage transactions unless

made in contravention of such rules and regulations as the

Commissioner may adopt in order to carry out the purpose of this

act.

F. The term "equity security" when used in this act means any

stock or similar security; or any security convertible, with or

without consideration, into such a security, or carrying any warrant

Oklahoma Statutes - Title 36. Insurance Page 636

or right to subscribe to or purchase such a security; or any such

warrant or right; or any other security which the Commissioner shall

deem to be of similar nature and consider necessary or appropriate,

by such rules and regulations as he may prescribe in the public

interest or for the protection of investors, to treat as an equity

security. The term "officer" when used in this act means a

director, president, vice-president, treasurer, actuary, secretary,

controller, and any other person who performs for the company

functions corresponding to those performed by the foregoing

officers. The term "Commissioner" when used in this act means the

Insurance Commissioner. The term "insurer" when used in this act

means any domestic stock insurer. The term "person" when used in

this act includes any firm, partnership, association or corporation.

G. The Commissioner shall have the power to make such rules and

regulations as may be necessary for the execution of the functions

vested in him by paragraphs A through F of this section, and may for

such purpose classify domestic stock insurance companies,

securities, and other persons or matters within his jurisdiction.

No provision of paragraphs A, B and C of this section, imposing any

liability shall apply to any act done or omitted in good faith in

conformity with any rule or regulation of the Commissioner,

notwithstanding that such rule or regulation may, after such act or

omission, be amended or rescinded or determined by judicial or other

authority to be invalid for any reason.

H. For the purpose of carrying into effect the provisions of

this act, there is hereby imposed a filing fee of Two Dollars

($2.00) on each monthly statement filed pursuant to this act. Such

fee shall be due and payable when such statement is filed and shall

be paid to the Insurance Commissioner.