02-032-534 Me. Code R. § 2

Current through 2024-36, September 4, 2024

Section 032-534-2 - Calculation of the Number of Purchasers

The following principles will be used to calculate the number of purchasers to whom sales of the issuer's securities are made pursuant to 32 M.R.S.A. §16202(14) or (15).

1. Exclusions. The following purchasers shall be excluded:

A. Investors specified in 32 M.R.S.A. §16202(13) or any rule adopted under that section;

B. Any relative, spouse or relative of the spouse of a purchaser who has the same principal residence as such purchaser;

C. Any trust or estate in which a purchaser and any of the persons related to the purchaser as specified in paragraphs B or D of this subsection collectively have more than 50 percent of the beneficial interest (excluding contingent interests); and

D. Any corporation or other organization of which a purchaser and any of the persons related to the purchaser as specified in paragraphs B or C of this subsection collectively are beneficial owners of more than 50 percent of the equity securities or equity interests.

2. Entity as purchaser. A corporation, partnership, or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an investor specified in 32 M.R.S.A. §16202(13) or any rule adopted under that section, then each beneficial owner of equity interests or equity securities in such entity shall count as a separate purchaser.

3. Employee benefit plan as purchaser. A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan.

4. Sales to certain clients or customers. Sales to clients of an investment adviser, customers of a broker-dealer, a trust administered solely by a bank trust department, or persons with similar relationships shall be considered as separate sales for purposes of this section regardless of the amount of discretion given to the investment adviser, broker or dealer, bank trust department, or other persons to act on behalf of the client, customer or trust.

5. Joint or common ownership. A sale to persons who acquire the securities as joint tenants, or as tenants in common, shall be counted as sales to each tenant unless otherwise excluded under this section.

02-032 C.M.R. ch. 534, § 2