Proposed Rule(s) Filing Form

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1 Department of State Division of Publications 312 Rosa L. Parks Avenue, 8th Floor Snodgrass/TN Tower Nashville, TN Phone: For Department of State Use Only Sequence Number: Rule ID(s): File Date: Effective Date: Proposed Rule(s) Filing Form Proposed rules are submitted pursuant to Tenn. Code Ann , , and in lieu of a rulemaking hearing. It is the intent of the Agency to promulgate these rules without a rulemaking hearing unless a petition requesting such hearing is filed within ninety (90) days of the filing of the proposed rule with the Secretary of State. To be effective, the petition must be filed with the Agency and be signed by ten (10) persons who will be affected by the amendments, or submitted by a municipality which will be affected by the amendments, or an association of ten (10) or more members, or any standing committee of the General Assembly. The agency shall forward such petition to the Secretary of State. Pursuant to Tenn. Code Ann , any new fee or fee increase promulgated by state agency rule shall take effect on July 1, following the expiration of the ninety (90) day period as provided in This section shall not apply to rules that implement new fees or fee increases that are promulgated as emergency rules pursuant to (a) and to subsequent rules that make permanent such emergency rules, as amended during the rulemaking process. In addition, this section shall not apply to state agencies that did not, during the preceding two (2) fiscal years, collect fees in an amount sufficient to pay the cost of operating the board, commission or entity in accordance with (b). Kels~Y-L~tidges@tn.goy Revision Type (check all that apply): X Amendment New Repeal Rule(s) (ALL chapters and rules contained in filing must be listed here. If needed, copy and paste additional tables to accommodate multiple chapters. Please make sure that ALL new rule and repealed rule numbers are listed in the chart below. Please enter only ONE Rule Number/Rule Title per row) ~ Chap)er Number _J Chapter Title _ Securitie~ R_ _gistr:_ation and Exemp~o_n _ s Rule Number Rule Title Notice Filing~ for Exe_l!ll)t Em_ElJ.OYJ* Plans _ ~- SS-7038 (June 2016) RDA 1693

2 (Place substance of rules and other info here. Please be sure to include a detailed explanation of the changes being made to the listed rule(s). Statutory authority must be given for each rule change. For information on formatting rules go to Guidelines August2014.pdf) Tenn. Comp. R. & Regs Notice Filings for Exempt Employee Plans is amended by deleting the Rule in its entirety and replacing it with the following language: NOTICE FILINGS FOR EXEMPT EMPLOYEE PLANS. All issuers who wish to offer to sell any securities from, in, or into this state in reliance on the exemption afforded to written employee compensatory benefit plans under T.C.A (b)(9)(A)(iii) must file with the commissioner no later than fifteen (15) days after the first sale, as defined under T.C.A (19)(A), from, in, or into Tennessee: (1) A completed and properly executed Form IN-1461, "Notice of Sale of Securities Pursuant to Employee Purchase/Option Plan Exemption", as provided by the Division; (2) A completed and properly executed consent to service of process on Form U-2, or in such other format acceptable to the Division, as provided under T.C.A (e); (3) A completed and properly executed Form U-2A, if applicable; (4) The filing fee as provided under T.C.A (b)(9)(A)(iii)(c); and (5) A statement specifying the date of the first sale, if any, of such securities from, in, or into this state. Authority: TC.A (b)(9}, , , and SS-7038 (June 2016) 2 RDA 1693

3 * If a roll-call vote was necessary, the vote by the Agency on these rules was as follows: Board Member Aye No Abstain Absent Signature (if required) I certify that this is a/ accurate and complete copy of proposed rules, lawfully promulgated and adopted by the Commissioner on S /q ( t1 ( date as mmldd/yyyy), and is in compliance with the provisions of T. C.A The Secretary of State is hereby instructed that, in the absence of a petition for proposed rules being filed under the conditions set out herein and in the locations described, he is to treat the proposed rules as being placed on file in his office as rules at the expiration of ninety (90) days of the filing of the proposed rule with the Secretary of State.. ;. ~nj_']_ /';:_,,, Date: 5 /I?~~. \..; <..'-..,tt:' ~tf-,_ 1AAe...<..., ]---L ~-; :~~: ~TATE ~,:\ Signature: ~~~ Uk J'VI., 'f' ,.v., - 71 = : OF!t : Name of Officer: ~ulie Mix McPeak.: TENNESSEE :... C, o_m_m_i-ss-io_n_e_r_o_f_th_e_ D_e_p_a-rtm_ e_n_t o_f_c_o_m_ m_e-rc_e_a_n_d _ ~. NOTARY : S Title of Officer: Insurance...,, ~ Jo. "'"... ~ ~ *. PUBLIC.. /$ :. 0' ~--..',,,,// cou~"\~ ~'cribecj and sworn to before me on:,,,,,,,,..,,,, r,,.,,., ~i,,,.,,, f)(njrr'-' Notary Public Signature: My commission expires on : Agency/Board/Commission: C()Pt n,trg(, a11.j.:::!jts C.Cl"AJtct. Rule Chapter Number(s): 07~0-01./-02- / /;o/pi> ,,- --, All proposed rules provided for herein have been examined by the Attorney General and Reporter of the State of Tennessee and are approved as to legality pursuant to the provisions of the Administrative Procedures Act, Tennessee Code Annotated, Title 4, Chapter 5. Department of State Use Only <lf ww-~ b~ ~1ci111 Attorney General and Reporter 11 /4.,& 11 I I Date L.u!- <t 1-- <I" (/) :;:'.".'.!J~.. : c.:) t- Filed with the Department of State on : Effective on: ' l ' ~! ;.. r - = <:- l.,-.,...,. ~ ':..~ ;._.- l-- r~ I :,J = c..::: (:_ (..) w (f } 1 Tre Hargett Secretary of State SS-7038 (June 2016) 3 RDA 1693

4 Regulatory Flexibility Addendum Pursuant to T.C.A through , prior to initiating the rule making process, all agencies shall conduct a review of whether a proposed rule or rule affects small business. This rule amendment will not affect small businesses. SS-7038 (June 2016) 4 RDA 1693

5 Impact on Local Governments Pursuant to T.C.A and "any rule proposed to be promulgated shall state in a simple declarative sentence, without additional comments on the merits of the policy of the rules or regulation, whether the rule or regulation may have a projected impact on local governments." (See Public Chapter Number 1070 ( of the 2010 Session of the General Assembly) This rule amendment will not affect local governments. SS-7038 (June 2016) 5 RDA 1693

6 Additional Information Required by Joint Government Operations Committee All agencies, upon filing a rule, must also submit the following pursuant to T.C.A (i)(1 ). (A) A brief summary of the rule and a description of all relevant changes in previous regulations effectuated by such rule; (B) A citation to and brief description of any federal law or regulation or any state law or regulation mandating promulgation of such rule or establishing guidelines relevant thereto; This rule is authorized by various provisions of the Tennessee Securities Act of 1980 (T.C.A et seq.), particularly T.C.A , which provides that the Commissioner "may from time to time make, promulgate, amend, and rescind such rules, forms, and orders as are necessary to carry out this part" and T.C.A (b)(9), the corresponding statutory provision on exempt employee plans. Additionally, the National Securities Market Improvement Act of 1996 authorizes the states to collect notice filings for securities offerings that are exempt from federal registration, including certain employee compensatory plans exempt from federal reqistration pursuant to SEC Rule 701 (17 C.F.R ). (C) Identification of persons, organizations, corporations or governmental entities most directly affected by this rule, and whether those persons, organizations, corporations or governmental entities urge adoption or rejection of this rule; This rule amendment affects only companies that wish to offer their employees written compensatory benefit lans that are exem t from federal re istration re uirements ursuant to SEC Rule C.F.R (D) Identification of any opinions of the attorney general and reporter or any judicial ruling that directly relates to the rule or the necessity to promulgate the rule; I There are no known opinions of the attorney general or any judicial rulings that directly relate to this rule. (E) An estimate of the probable increase or decrease in state and local government revenues and expenditures, if any, resulting from the promulgation of this rule, and assumptions and reasoning upon which the estimate is based. An agency shall not state that the fiscal impact is minimal if the fiscal impact is more than two percent (2%) of the agency's annual budget or five hundred thousand dollars ($500,000), whichever is less; I This rule will not affect state or local government revenues and expenditures. (F) Identification of the appropriate agency representative or representatives, possessing substantial knowledge and understanding of the rule; Frank Borger-Gilligan, Assistant Commissioner; Elizabeth Bowling, Direct of Registration for the Securities Division; Kaycee Wolf, Chief Counsel for Insurance, Securities, and TennCare Oversiaht (G) Identification of the appropriate agency representative or representatives who will explain the rule at a scheduled meeting of the committees; Kelsey J. Bridges, Assistant General Counsel for Securities (H) Office address, telephone number, and address of the agency representative or representatives who will explain the rule at a scheduled meeting of the committees; and Floor, Nashville, TN 37243; (615) ; SS-7038 (June 2016) 6 RDA 1693

7 (I) Any additional information relevant to the rule proposed for continuation that the committee requests. SS-7038 (June 2016) 7 RDA 1693

8 NOTICE FILINGS FOR EXEMPT EMPLOYEE PLANS. ff4-h All issuers who wish to offer to sell securities from, ini or into this state in reliance on the farj exemption afforded to written employee compensatory benefit plans under T.C.A (b)(9){A){iii) [sales of securities in an employee stock purchase/option plan] must file with the commissioner no later than fifteen (15) days after the first sale, as defined under T.C.A (19){A), from, in, or into Tennessee: illftah A completed and properly executed Form IN -1461,[One (1) copy of the form entitled] "Notice of Sale of Securities Pursuant to Employee Stock Purchase/Option Plan Exemption", as provided by the Division; Q.lffbtl A completed and properly executed consent to service of process on Form U-2, or in such other format acceptable to the Division, as provided under T.C.A (e)[A Form U 2 Uniform Consent to Service of Process]; QlHGH A completed and properly executed Form U-2A, if applicable[ If the issuer is a corporation, a Form U 2A Uniform Form of Corporate Resolution]; W.EfGtt [A non refundable] The filing fee as provided under T.C.A (b)(9)(A)(iii)(c)[in the amount of five hundred dollars ($500)]; and _(filffet} A statement specifying[noting] the date of the first sale, if any, of such securities [security] from, in, or into this state. Authority: T.C.A (b)(9}, , , and {, and Public Acts of 2001, Chapter 278}.

Proposed Rule(s) Filing F.orm

Proposed Rule(s) Filing F.orm Department of State Division of Publications 312 Rosa L. Parks Avenue, 8th Floor SnodgrassfTN Tower Nashville; TN 37243 Phone: 615-741 -2650 Email: publications.information@tn.gov For Department of State