Ohio § 3901.31

§ 3901.31.

(A) Every person who is directly or indirectly the beneficial owner of more than ten

per cent of any class of any equity security of a domestic stock insurance company

which is not a wholly owned subsidiary of an insurance holding company system or who

is a director or officer of such company, shall file with the superintendent of insurance

within ten days after the person becomes such beneficial owner, director, or officer,

a statement in such form as the superintendent of insurance may prescribe, of the

amount of all equity securities of such company of which the person is the beneficial

owner, and within ten days after the close of each calendar month thereafter, if there

has been a change in such ownership during such month, shall file with the superintendent

of insurance a statement, in such form as the superintendent of insurance may prescribe,

indicating the person's ownership at the close of the calendar month and such changes

in the person's 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 the beneficial owner's,

director's, or officer's relationship to such company, any profit realized by the

beneficial owner, director, or officer from any purchase and sale, or any sale and

purchase, of any equity security of such company within any period of less than six

months, unless such security was acquired in good faith in connection with a debt

previously contracted, shall inure to and be recoverable by the company, irrespective

of any intention on the part of such beneficial owner, director, or officer in entering

into such transaction of holding the security purchased or of not repurchasing the

security sold for a period exceeding six months.  Suit to recover such profit may be instituted at law or in equity in any court of

competent jurisdiction by the company, or by the owner of any security of the company

in the name and in behalf of the company if the company fails or refuses to bring

such suit within sixty days after request or fails diligently to prosecute the same

thereafter;  but no such suit shall be brought more than two years after the date

such profit was realized.  Division (B) of this section shall not be construed to cover any transaction where

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

and purchase, of the security involved, or any transaction or transactions which the

superintendent of insurance by rules may exempt as not comprehended within the purpose

of division (B) of this section. (C) No such beneficial owner, director, or officer, directly or indirectly, shall sell

any equity security of such company if the person selling the security or the person's

principal does not own the security sold, or if owning the security, does not deliver

it against such sale within twenty days thereafter, or does not within five days after

such sale deposit it in the mails or other usual channels of transportation;  but

no person shall be deemed to have violated division (C) of this section if the person

proves that notwithstanding the exercise of good faith the person was unable to make

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

or expense. (D) A domestic insurance company having at least fifty shareholders or any other person

soliciting proxies with respect to such domestic insurance company shall not solicit

voting proxies from any shareholder or other person except upon a proxy statement

and pursuant to a notice of meeting, which statement and notice have been submitted

to the superintendent of insurance at least ten days prior to being mailed to the

intended recipients.  Such proxy statement and notice of meeting shall make such disclosures pertinent

to the business to be carried on at the meeting or meetings with respect to which

such proxies are solicited and such notices are given as the superintendent by rule

requires.  The superintendent shall retain such proxy material for examination by any interested

party for at least one year. (E) Division (B) of this section does not apply to any purchase and sale, or sale and

purchase, and division (C) of this section does not apply to any sale, of an equity

security of a domestic stock insurance company not then or theretofore held in an

investment account, by a dealer in the ordinary course of the dealer's business and

incident to the establishment or maintenance by the dealer of a primary or secondary

market for such security.  The superintendent of insurance may, by such rules as the superintendent considers

necessary or appropriate in the public interest, describe and define the 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. (F) Divisions (A), (B), and (C) of this section do not apply to foreign or domestic arbitrage

transactions unless made in contravention of such rules as the superintendent of insurance

may adopt in order to carry out the purposes of this section. (G) “ Equity security ” when used in this section means any stock or similar 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;  or any other security which the superintendent of insurance determines

to be of similar nature and considers necessary or appropriate, by such rules as the

superintendent may prescribe in the public interest or for the protection of investors,

to treat as an equity security. (H) The superintendent of insurance may adopt, amend, and rescind rules, pursuant to

Chapter 119. of the Revised Code, which will enable the superintendent to carry out

the duties imposed by this section. (I) This section applies to health insuring corporations in the same manner in which

this section applies to domestic stock insurance companies.