Insider Trading in Domestic Insurer Securities

Wyo. Stat. Ann. tit. 26, ch. 25
in effect

Wyo. Stat. Ann. § 26-25-102 "Equity security" defined.

(a) As used in this chapter "equity security" means: (i) Any stock or similar security; (ii) Any security convertible, with or without consideration, into stock or a similar security, or carrying any warrant or right to subscribe to or purchase such a security; (iii) Any warrant or right to subscribe to or purchase stock or a similar security; or (iv) Any other security which the commissioner deems to be of similar nature and considers necessary or appropriate to treat as an equity security, by rules and regulations he prescribes, in the public interest or for the protection of investors.

Wyo. Stat. Ann. § 26-25-103 Statement of ownership of equity securities; when filing required.

(a) Any person who is the beneficial owner of more than ten percent (10%) of any class of any equity security of a domestic stock insurer, or who is a director or an officer of that insurer, shall: (i) File with the commissioner within ten (10) days after he becomes the beneficial owner, director or officer, a statement, in a form the commissioner prescribes, of the amount of all the insurer's equity securities of which he is the beneficial owner; and (ii) Within ten (10) days after the close of each calendar month following the initial filing, if there is a change in ownership during that month, file with the commissioner a statement, in a form the commissioner prescribes, indicating his ownership at the close of the calendar month and any changes in his ownership that have occurred during that calendar month.

Wyo. Stat. Ann. § 26-25-104 Recovery of profits from certain sales and purchases of equity securities.

(a) For the purpose of preventing the unfair use of information obtained by the beneficial owner, director or officer because of his relationship to the insurer, any profit the beneficial owner, director or officer realizes from any purchase and sale, or any sale and purchase, of any equity security of the insurer within any period of less than six (6) months, unless the security is acquired in good faith in connection with a debt previously contracted, inures to and is recoverable by the insurer, even if it is the intention of the beneficial owner, director or officer in entering into the transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six (6) months from the date of the purchase or sale, as the case may be. (b) Suit to recover the profit may be instituted in any court of competent jurisdiction by the insurer, or by the owner of any of the insurer's security in the name and in behalf of the insurer, if the insurer fails to bring suit within sixty (60) days from the date of request to do so or fails diligently to prosecute the suit thereafter. No suit to recover shall be brought more than two (2) years from the date the profit is realized. (c) This section does not apply to any transaction: (i) If the beneficial owner is not the beneficial owner both at the time of the purchase and sale, or the sale and purchase, of the security involved; or (ii) Which the commissioner by rule and regulation exempts as not included within the purpose of this section.

Wyo. Stat. Ann. § 26-25-105 Unlawful sales of equity securities.

(a) No beneficial owner, director or officer shall sell any equity security of the insurer if the person selling the security or his principal: (i) Does not own the security sold; (ii) If owning the security, does not deliver it against the sale within twenty (20) days from the date of sale; or (iii) Does not within five (5) days from the date of sale deposit it in the mails or other usual channels of transportation. (b) No person is guilty of violating this section if he proves that notwithstanding the exercise of good faith he was unable to make the delivery or deposit within the time specified in subsection (a) of this section, or that making the delivery or deposit would have caused undue inconvenience or expense.

Wyo. Stat. Ann. § 26-25-106 Excepted securities.

(a) W.S. 26-25-104 does not apply to any purchase and sale, or sale and purchase, and W.S. 26-25-105 does not apply to any sale, of an equity security of a domestic stock insurer, not then or previously held by the insurer in an investment account, by a dealer in the ordinary course of his business and incident to the dealer's establishment or maintenance of a primary or secondary market, otherwise than on an exchange as defined in the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., for the security. (b) The commissioner, by rules and regulations he deems necessary or appropriate in the public interest, may prescribe terms and conditions for 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.

Wyo. Stat. Ann. § 26-25-107 Arbitrage transactions excluded; exception.

W.S. 26-25-103 through 26-25-105 do not apply to foreign or domestic arbitrage transactions unless made in contravention of any rules and regulations the commissioner adopts to carry out the purposes of this chapter.

Wyo. Stat. Ann. § 26-25-108 Exclusion of certain registered or closely held securities.

(a) W.S. 26-25-103 through 26-25-105 do not apply to equity securities of a domestic stock insurer if: (i) The securities are registered or are required to be registered, pursuant to section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, as amended; or (ii) The domestic stock insurer does not have any class of its equity securities held of record by one hundred (100) or more persons on the last business day of the year immediately preceding the year in which the insurer's equity securities would be subject to the provisions of W.S. 26-25-103 through 26-25-105, except for the provisions of this paragraph.

Wyo. Stat. Ann. § 26-25-109 Commissioner's rules and regulations.

The commissioner may make any rules and regulations necessary for the execution of the functions vested in him by this chapter, and for that purpose may classify domestic stock insurers, securities and other persons or matters within his jurisdiction. No provision of W.S. 26-25-103 through 26-25-105 imposing any liability applies to any act performed or omitted in good faith in conformity with any rule or regulation of the commissioner, notwithstanding that the rule or regulation, after the act or omission, is amended or rescinded or determined by judicial or other authority to be invalid for any reason.
Source: WY Statutes (Official Site)URL: https://wyoleg.gov/statutes/compress/title26.pdfFetched: 10/4/2026

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