§ 17-4-102 — Definitions

(a) In this act, unless the context otherwise requires:
(i) "Administrator" means the secretary of state;
(ii) "Agent" means an individual, other than a
broker-dealer, who represents a broker-dealer in effecting or
attempting to effect purchases or sales of securities or
represents an issuer in effecting or attempting to effect
purchases or sales of the issuer's securities. But a partner,
officer, or director of a broker-dealer or issuer, or an
individual having a similar status or performing similar
functions is an agent only if the individual otherwise comes
within the term. The term does not include an individual
excluded by rule adopted or order issued under this act;
(iii) "Bank" means:
(A) A banking institution organized under the
laws of the United States;
(B) A member bank of the federal reserve system;
(C) Any other banking institution, whether
incorporated or not, doing business under the laws of a state or
of the United States, a substantial portion of the business of
which consists of receiving deposits or exercising fiduciary
powers similar to those permitted to be exercised by national
banks under the authority of the comptroller of the currency
pursuant to section 1 of Public Law 87-722 (12 U.S.C. § 92a),
and which is supervised and examined by a state or federal
agency having supervision over banks, and which is not operated
for the purpose of evading this act; and
(D) A receiver, conservator, or other
liquidating agent of any institution or firm included in
subparagraph (A), (B), or (C) of this paragraph.
(iv) "Broker-dealer" means a person engaged in the
business of effecting transactions in securities for the account
of others or for the person's own account. The term does not
include:
(A) An agent;
(B) An issuer;
(C) A bank or savings institution if its
activities as a broker-dealer are limited to those specified in
subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and
(xi) if limited to unsolicited transactions; 3(a)(5)(B); and
3(a)(5)(C) of the Securities Exchange Act of 1934 (15 U.S.C. §§
78c(a)(4) and (5)) or a bank that satisfies the conditions
described in subsection 3(a)(4)(E) of the Securities Exchange
Act of 1934 (15 U.S.C. § 78c(a)(4));
(D) An international banking institution;
(E) A person excluded by rule adopted or order
issued under this act.
(F) Repealed by Laws 2019, ch. 170, § 4.
(v) "Depository institution" means:
(A) A bank; or
(B) A savings institution, trust company, credit
union, or similar institution that is organized or chartered
under the laws of a state or of the United States, authorized to
receive deposits, and supervised and examined by an official or
agency of a state or the United States if its deposits or share
accounts are insured to the maximum amount authorized by statute
by the federal deposit insurance corporation, the national
credit union share insurance fund, or a successor authorized by
federal law. The term does not include:
(I) An insurance company or other
organization primarily engaged in the business of insurance;
(II) A morris plan bank; or
(III) An industrial loan company that is
not an "insured depository institution" as defined in section
3(c)(2) of the Federal Deposit Insurance Act, (12 U.S.C.
1813(c)(2)), or any successor federal statute.
(vi) "Federal covered investment adviser" means a
person registered under the Investment Advisers Act of 1940;
(vii) "Federal covered security" means a security
that is, or upon completion of a transaction will be, a covered
security under section 18(b) of the Securities Act of 1933 (15
U.S.C. § 77r(b)) or rules or regulations adopted pursuant to
that provision;
(viii) "Filing" means the receipt under this act of a
record by the secretary of state or a designee of the secretary
of state;
(ix) "Fraud," "deceit," and "defraud" are not limited
to common law deceit;
(x) "Guaranteed" means guaranteed as to payment of
all principal and all interest;
(xi) "Institutional investor" means any of the
following, whether acting for itself or for others in a
fiduciary capacity:
(A) A depository institution or international
banking institution;
(B) An insurance company;
(C) A separate account of an insurance company;
(D) An investment company as defined in the
Investment Company Act of 1940;
(E) A broker-dealer registered under the
Securities Exchange Act of 1934;
(F) An employee pension, profit-sharing, or
benefit plan if the plan has total assets in excess of ten
million dollars ($10,000,000.00) or its investment decisions are
made by a named fiduciary, as defined in the Employee Retirement
Income Security Act of 1974, that is a broker-dealer registered
under the Securities Exchange Act of 1934, an investment adviser
registered or exempt from registration under the Investment
Advisers Act of 1940, an investment adviser registered under
this act, a depository institution, or an insurance company;
(G) A plan established and maintained by a
state, a political subdivision of a state, or an agency or
instrumentality of a state or a political subdivision of a state
for the benefit of its employees, if the plan has total assets
in excess of ten million dollars ($10,000,000.00) or its
investment decisions are made by a duly designated public
official or by a named fiduciary, as defined in the Employee
Retirement Income Security Act of 1974, that is a broker-dealer
registered under the Securities Exchange Act of 1934, an
investment adviser registered or exempt from registration under
the Investment Advisers Act of 1940, an investment adviser
registered under this act, a depository institution, or an
insurance company;
(H) A trust, if it has total assets in excess of
ten million dollars ($10,000,000.00), its trustee is a
depository institution, and its participants are exclusively
plans of the types identified in subparagraph (F) or (G) of this
paragraph, regardless of the size of their assets, except a
trust that includes as participants self-directed individual
retirement accounts or similar self-directed plans;
(J) An organization described in section
501(c)(3) of the Internal Revenue Code (26 U.S.C. § 501(c)(3)),
corporation, Massachusetts trust or similar business trust,
limited liability company, or partnership, not formed for the
specific purpose of acquiring the securities offered, with total
assets in excess of ten million dollars ($10,000,000.00);
(K) A small business investment company licensed
by the small business administration under section 301(c) of the
Small Business Investment Act of 1958 (15 U.S.C. § 681(c)) with
total assets in excess of ten million dollars ($10,000,000.00);
(M) A private business development company as
defined in section 202(a)(22) of the Investment Advisers Act of
1940 (15 U.S.C. § 80b-2(a)(22)) with total assets in excess of
ten million dollars ($10,000,000.00);
(N) A federal covered investment adviser acting
for its own account;
(O) A "qualified institutional buyer" as defined
in rule 144A(a)(1), other than rule 144A(a)(1)(i)(H), adopted
under the Securities Act of 1933 (17 C.F.R. 230.144A);
(P) A "major United States institutional
investor" as defined in rule 15a-6(b)(4)(i) adopted under the
Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6);
(Q) Any other person, other than an individual,
of institutional character with total assets in excess of ten
million dollars ($10,000,000.00) not organized for the specific
purpose of evading this act; or
(R) Any other person specified by rule adopted
or order issued under this act.
(xii) "Insurance company" means a company organized
as an insurance company whose primary business is writing
insurance or reinsuring risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a state;
(xiii) "Insured" means insured as to payment of all
principal and all interest;
(xiv) "International banking institution" means an
international financial institution of which the United States
is a member and whose securities are exempt from registration
under the Securities Act of 1933;
(xv) "Investment adviser" means a person that, for
compensation, engages in the business of advising others, either
directly or through publications or writings, as to the value of
securities or the advisability of investing in, purchasing, or
selling securities or that, for compensation and as a part of a
regular business, issues or promulgates analyses or reports
concerning securities. The term includes a financial planner or
other person that, as an integral component of other financially
related services, provides investment advice to others for
compensation as part of a business or that holds itself out as
providing investment advice to others for compensation. The term
does not include:
(A) An investment adviser representative;
(B) A lawyer, accountant, engineer, or teacher
whose performance of investment advice is solely incidental to
the practice of the person's profession;
(C) A broker-dealer or its agents whose
performance of investment advice is solely incidental to the
conduct of business as a broker-dealer and that does not receive
special compensation for the investment advice;
(D) A publisher of a bona fide newspaper, news
magazine, or business or financial publication of general and
regular circulation;
(E) A federal covered investment adviser;
(F) A bank or savings institution;
(G) Any other person that is excluded by the
Investment Advisers Act of 1940 from the definition of
investment adviser; or
(H) Any other person excluded by rule adopted or
order issued under this act.
(xvi) "Investment adviser representative" means an
individual employed by or associated with an investment adviser
or federal covered investment adviser and who makes any
recommendations or otherwise gives investment advice regarding
securities, manages accounts or portfolios of clients,
determines which recommendation or advice regarding securities
should be given, provides investment advice or holds himself out
as providing investment advice, receives compensation to
solicit, offer, or negotiate for the sale of or for selling
investment advice, or supervises employees who perform any of
the foregoing. The term does not include an individual who:
(A) Performs only clerical or ministerial acts;
(B) Is an agent whose performance of investment
advice is solely incidental to the individual acting as an agent
and who does not receive special compensation for investment
advisory services;
(C) Is employed by or associated with a federal
covered investment adviser, unless the individual has a "place
of business" in this state as that term is defined by rule
adopted under section 203A of the Investment Advisers Act of
1940 (15 U.S.C. § 80b-3a) and is:
(I) An "investment adviser representative"
as that term is defined by rule adopted under section 203A of
the Investment Advisers Act of 1940 (15 U.S.C. § 80b-3a); or
(II) Not a "supervised person" as that term
is defined in section 202(a)(25) of the Investment Advisers Act
of 1940 (15 U.S.C. § 80b-2(a)(25)).
(D) Is excluded by rule adopted or order issued
under this act.
(xvii) "Issuer" means a person that issues or
proposes to issue a security, subject to the following:
(A) The issuer of a voting trust certificate,
collateral trust certificate, certificate of deposit for a
security, or share in an investment company without a board of
directors or individuals performing similar functions is the
person performing the acts and assuming the duties of depositor
or manager pursuant to the trust or other agreement or
instrument under which the security is issued;
(B) The issuer of an equipment trust certificate
or similar security serving the same purpose is the person by
which the property is or will be used or to which the property
or equipment is or will be leased or conditionally sold or that
is otherwise contractually responsible for assuring payment of
the certificate;
(C) The issuer of a fractional undivided
interest in an oil, gas, or other mineral lease or in payments
out of production under a lease, right, or royalty is the owner
of an interest in the lease or in payments out of production
under a lease, right, or royalty, whether whole or fractional,
that creates fractional interests for the purpose of sale.
(xviii) "Nonissuer transaction" or "nonissuer
distribution" means a transaction or distribution not directly
or indirectly for the benefit of the issuer;
(xix) "Offer to purchase" includes an attempt or
offer to obtain, or solicitation of an offer to sell, a security
or interest in a security for value. The term does not include a
tender offer that is subject to section 14(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78n(d));
(xx) "Person" means an individual; corporation;
business trust; estate; trust; partnership; limited liability
company; association; joint venture; government; governmental
subdivision, agency, or instrumentality; public corporation; or
any other legal or commercial entity;
(xxi) "Place of business" of a broker-dealer, an
investment adviser, or a federal covered investment adviser
means:
(A) An office at which the broker-dealer,
investment adviser, or federal covered investment adviser
regularly provides brokerage or investment advice or solicits,
meets with, or otherwise communicates with customers or clients;
or
(B) Any other location that is held out to the
general public as a location at which the broker-dealer,
investment adviser, or federal covered investment adviser
provides brokerage or investment advice or solicits, meets with,
or otherwise communicates with customers or clients.
(xxii) "Predecessor act" means the act repealed and
replaced by this act;
(xxiii) "Price amendment" means the amendment to a
registration statement filed under the Securities Act of 1933
or, if an amendment is not filed, the prospectus or prospectus
supplement filed under the Securities Act of 1933 that includes
a statement of the offering price, underwriting and selling
discounts or commissions, amount of proceeds, conversion rates,
call prices, and other matters dependent upon the offering
price;
(xxiv) "Principal place of business" of a
broker-dealer or an investment adviser means the executive
office of the broker-dealer or investment adviser from which the
officers, partners, or managers of the broker-dealer or
investment adviser direct, control, and coordinate the
activities of the broker-dealer or investment adviser;
(xxv) "Record," except in the phrases "of record,"
"official record," and "public record," means information that
is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable
form;
(xxvi) "Sale" includes every contract of sale,
contract to sell, or disposition of, a security or interest in a
security for value, and "offer to sell" includes every attempt
or offer to dispose of, or solicitation of an offer to purchase,
a security or interest in a security for value. Both terms
include:
(A) A security given or delivered with, or as a
bonus on account of, a purchase of securities or any other thing
constituting part of the subject of the purchase and having been
offered and sold for value;
(B) A gift of assessable stock involving an
offer and sale; and
(C) A sale or offer of a warrant or right to
purchase or subscribe to another security of the same or another
issuer and a sale or offer of a security that gives the holder a
present or future right or privilege to convert the security
into another security of the same or another issuer, including
an offer of the other security.
(xxvii) "Securities and exchange commission" means
the United States securities and exchange commission;
(xxviii) "Security" means a note; stock; treasury
stock; security future; bond; debenture; evidence of
indebtedness; certificate of interest or participation in a
profit-sharing agreement; collateral trust certificate;
preorganization certificate or subscription; transferable share;
investment contract; voting trust certificate; certificate of
deposit for a security; put, call, straddle, option, or
privilege on a security, certificate of deposit, or group or
index of securities, including an interest therein or based on
the value thereof; put, call, straddle, option, or privilege
entered into on a national securities exchange relating to
foreign currency; or, in general, an interest or instrument
commonly known as a "security"; or a certificate of interest or
participation in, temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing. The term:
(A) Includes both a certificated and an
uncertificated security;
(B) Does not include an insurance or endowment
policy or annuity contract under which an insurance company
promises to pay a fixed or variable sum of money either in a
lump sum or periodically for life or other specified period;
(C) Does not include an interest in a
contributory or noncontributory pension or welfare plan subject
to the Employee Retirement Income Security Act of 1974;
(D) Includes as an "investment contract" an
investment in a common enterprise with the expectation of
profits to be derived primarily from the efforts of a person
other than the investor and a "common enterprise" means an
enterprise in which the fortunes of the investor are interwoven
with those of either the person offering the investment, a third
party, or other investors;
(E) Includes as an "investment contract," among
other contracts, an interest in a limited partnership and a
limited liability company and an investment in a viatical
settlement or similar agreement.
(F) Repealed by Laws 2019, ch. 170, § 4.
(xxix) "Self-regulatory organization" means a
national securities exchange registered under the Securities
Exchange Act of 1934, a national securities association of
broker-dealers registered under the Securities Exchange Act of
1934, a clearing agency registered under the Securities Exchange
Act of 1934, or the municipal securities rulemaking board
established under the Securities Exchange Act of 1934;
(xxx) "Sign" means, with present intent to
authenticate or adopt a record:
(A) To execute or adopt a tangible symbol; or
(B) To attach or logically associate with the
record an electronic symbol, sound, or process.
(xxxi) "State" means a state of the United States,
the District of Columbia, Puerto Rico, the United States Virgin
Islands, or any territory or insular possession subject to the
jurisdiction of the United States;
(xxxii) "This act" means W.S. 17-4-101 through