STATUTORY PROVISIONS – Securities Regulation

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  1. STATUTORY PROVISIONS
  2. OSA Section 1(1) Definitions: Insider

“insider” means,

  • (a) a director or officer of a reporting issuer,
  • (b) a director or officer of a person or company that is itself an insider or subsidiary of a reporting issuer,
  • (c) a person or company that has,

o (i) beneficial ownership of, or control or direction over, directly or indirectly, securities of a reporting issuer carrying 10 _ per cent or more of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution, or

o (ii) a combination of beneficial ownership of, and control or direction over, directly or

indirectly, securities of a reporting issuer carrying more than 10 per cent of the voting rights attached to all the reporting issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person or company as underwriter in the course of a distribution,

  • (d) a reporting issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security,
  • (e) a person or company designated as an insider in an order made under subsection (11),

(f) a person or company that is in a class of persons or companies designated under subparagraph 40 v of subsection 143 (1); (“initie”)

  1. OSA Section 107 – Insider Reporting
  2. Insider reporting
  • Within 10 days of becoming an insider or within such other time period as may be prescribed, a person or company who becomes an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, any direct or indirect beneficial ownership of or control or direction over securities of the reporting issuer and any interest in, or right or obligation associated with, a related financial instrument and the insider shall make such other disclosure as may be required by the regulations.
  1. Same
  • Within 10 days, or within such other time period as may be prescribed, of any change in the direct or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer or any interest in, or right or obligation associated with, a related financial instrument, an insider of a reporting issuer, other than a mutual fund, shall file a report disclosing, in the prescribed manner and form, such change and the insider shall make such other disclosure as may be required by the regulations.
  1. NI55-104 Insider Reporting Requirements (s.3.2 & s.3.3) & Exemptions AND Form 55-102F2 – Insider Reporting

Sections 3.2 and 3.3:

  • 3.2: have to fill out a report within 10 days of becoming an insider disclosing (a) beneficial ownership of, control or direction over securities and (b) interest in same as sec act above.
  • 3.3: same as 107(2) above – except it’s FIVE days after a change in ownership you have to file report

Form 55-102F2: Form to fill out for insider reporting

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