Stock Transfer Guidelines
PMMIC stock is not listed on any board of trade. PMMIC has facilitated the creation of a bulletin board for owners of PMMIC stock to contact other owners of PMMIC stock to identify potential buyers and sellers of PMMIC stock. Please refer to the "Bulletin Board" link for more information.
Every sale of stock requires registration with state and federal securities authorities unless the transaction is exempt from registration under both state and federal law. PMMIC stock was distributed to shareholders pursuant to specific exemptions under state and federal laws. A stock transaction must qualify for an exemption from federal law and from state laws in the states where the parties to the transaction reside.
Some general guidelines that should be considered if you are planning on transferring your PMMIC stock:
Federal registration. PMMIC's demutualization and stock issuance was exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, so transfers of PMMIC stock are exempt from federal registration requirements, except affiliates must qualify for a separate, specific exemption.
Affiliates include PMMIC officers, directors, and beneficial holders of 10% or more of PMMIC stock.
State registration. PMMIC's demutualization and stock issuance was exempt from registration under several different state statutes. Exemption for future transfers will be dependent upon the state residency of the buyer and seller. Iowa exempts the transfer of shares of Iowa licensed insurance companies. So, Iowa sellers can transfer to Iowa buyers without registration. Similar exemptions will have to be found in other states.
Based upon existing registration exemptions from Iowa and federal statutes, Non-affiliates who are Iowa residents may sell PMMIC stock to Iowa residents without state or federal registration. Transactions involving affiliates, sellers who are not Iowa residents or buyers who are not Iowa residents, will require evaluation of other exemptions from state laws.
The Iowa division of insurance must also be notified 30 days prior to the transfer of any PMMIC stock. PMMIC must also be notified if Iowa Code Chapter 521A reporting (control of insurer) is triggered.
To address the above issues, the following procedures must be followed when transferring PMMIC stock:
- 45 days prior to the sale of PMMIC stock, the SELLER must submit a "Stock Transfer Information Form" to PMMIC.
- At least 30 days prior to the transaction, the seller must notify the Iowa Insurance Division. We have created a draft letter that can be personalized for each transaction.
- Affiliates, out of state sellers, or Iowa resident sellers selling to out of state buyers must provide documentation to PMMIC that the transaction is exempt from registration in the relevant jurisdiction, or pay for PMMIC's counsel to research the exemption requirements.
- Affiliate trading is only allowed 10 days after PMMIC's posting of annual or quarterly financials and within 30 days of that posting. PMMIC anticipates posting financial statements on the web site in mid March, mid May, mid August and mid November.
- After the required notice periods, and if PMMIC determines that the transaction is exempt from state and federal registration, the seller should complete the transaction information on the back of the stock certificate and submit the original stock certificate to PMMIC for re-issuance of new stock certificate(s) to the buyer(s) of the stock.
- PMMIC will update the shareholder database to reflect the transfer.
Stock Transfer Documents
Stock Transfer Information FormTransfer Notice to Iowa Division of Insurance
