§ 1221 — Transactions by officers, directors and certain shareowners in the insurer's shares

§ 1221. Transactions by officers, directors and certain shareowners in\nthe insurer's shares. (a) Every person who directly or indirectly owns\nbeneficially more than ten percent of any class of shares of a domestic\ninsurer or is a director or officer thereof shall file in the office of\nthe superintendent:\n (1) within ten days after he becomes such owner, director or officer a\nstatement, in form prescribed by the superintendent, of the amount of\nall such shares of which he is the beneficial owner, and\n (2) within ten days after the close of each calendar month in which a\nchange in such ownership occurs a statement, in such form as the\nsuperintendent may prescribe, indicating his ownership at the close of\nsuch calendar month and such changes in his ownership as have occurred\nduring such calendar month.\n (b) To prevent unfair use of any information obtained by such\nbeneficial owner, director or officer by reason of his relationship to\nsuch insurer, any profit realized by him from any purchase and sale, or\nany sale and purchase, of the insurer's shares within any period of less\nthan six months, unless the shares were acquired in good faith in\nconnection with a debt previously contracted, shall inure to and be\nrecoverable by the insurer, irrespective of any intention he had in\nentering into such transaction to hold the shares purchased or not to\nrepurchase the shares sold for a period exceeding six months. A\nproceeding to recover such profit may be instituted at law or in equity\nin any court of competent jurisdiction by the insurer or by the owner of\nany shares of the insurer in the insurer's name and behalf if it fails\nor refuses to bring such suit within sixty days after request or fails\ndiligently to prosecute it; but no such suit shall be brought more than\ntwo years after the date such profit was realized. This subsection\nshall not apply to any transaction where such beneficial owner was not\nsuch at the time of both the purchase and sale, or both the sale and\npurchase, of the shares involved, or any transaction which the\nsuperintendent may by rules and regulations exempt as not comprehended\nwithin the purpose of this subsection.\n (c) It shall be unlawful for any such beneficial owner, director or\nofficer, directly or indirectly, to sell any shares of such insurer if\nthe person selling the shares or his principal either does not own the\nshares sold, or, if owning them, does not deliver them against such sale\nwithin twenty days thereafter, or does not within five days after such\nsale deposit them in the mails or other usual channels of\ntransportation; but no person shall be deemed to have violated this\nsubsection if he proves that notwithstanding the exercise of good faith\nhe was unable to make such delivery or deposit within such time, or that\nto do so would cause undue inconvenience or expense.\n