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Virginia Administrative Code (Last Updated: January 10, 2017) |
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Title 21. Securities and Retail Franchising |
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Agency 5. State Corporation Commission, Division of Securities and Retail Franchising |
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Chapter 40. Exempt Securities and Transactions |
Section 130. Calculation of the number of purchasers under § 13.1-514 B 7 b
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A. For the purpose of calculating the number of purchasers in the Commonwealth under § 13.1-514 B 7 b of the Act, the following persons are excluded:
1. A relative, spouse, or relative of the spouse of a purchaser, who has the same principal residence as the purchaser;
2. A trust or estate in which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 3 of this subsection collectively are beneficial owners of more than 50% of the interests, excluding contingent interests;
3. A corporation, limited liability company, partnership, or other entity of which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 2 of this subsection collectively are beneficial owners of more than 50% of the equity interests (excluding directors' qualifying shares); and
4. A person who comes within one of the categories of an "accredited investor" in Rule 501(a) of Regulation D (17 CFR 230.501-230.508) adopted by the SEC under the Securities Act of 1933.
B. A corporation, partnership, limited liability company, unincorporated association or trust is considered one purchaser unless it was organized to raise capital for the issuer.
C. If a purchaser that is a corporation, partnership, limited liability company, unincorporated association or trust was organized to raise capital for the issuer and is not an "accredited investor" under Rule 501(a)(8) of Regulation D (17 CFR 230.501 through 230.508), then each beneficial owner of an equity interest in the corporation, partnership, limited liability company, unincorporated association or trust is considered a separate purchaser.
D. A noncontributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 is considered one purchaser if the plan's trustee makes all investment decisions for the plan.
Historical Notes
Derived from Volume 15, Issue 22, eff. July 1, 1999.