Oklahoma Statutes
Title 71. Securities
§71-1-202. Exempt transactions.

The following transactions are exempt from the requirements of Sections 1-301 and 1-504 of this title:

1. An isolated nonissuer transaction, whether or not effected by or through a broker-dealer;
2. A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under the Oklahoma Uniform Securities Act of 2004, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:
3. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the Board of Governors of the Federal Reserve System;
4. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under the Oklahoma Uniform Securities Act of 2004 in an outstanding security if the guarantor of the security files reports with the Securities and Exchange Commission under the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
5. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under the Oklahoma Uniform Securities Act of 2004 in a security that:
6. A nonissuer transaction by or through a broker-dealer registered or exempt from registration under the Oklahoma Uniform Securities Act of 2004 effecting an unsolicited order or offer to purchase;
7. A nonissuer transaction executed by a bona fide pledgee without the purpose of evading the Oklahoma Uniform Securities Act of 2004;
8. A nonissuer transaction by a federal covered investment adviser with investments under management in excess of One Hundred Million Dollars ($100,000,000.00) acting in the exercise of discretionary authority in a signed record for the account of others;
9. A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the Administrator after a hearing;
10. A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;
11. A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:
12. A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;
13. A sale or offer to sell to:
14. A sale or an offer to sell securities by an issuer, if the transaction is part of a single issue in which:
15. A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if:
16. A sale from or in this state to not more than thirty-two persons of a unit consisting of interests in oil, gas or mining titles or leases or any certificate of interest or participation, or conveyance in any form of an interest therein, or in payments out of production pursuant to such titles or leases, whether or not offered in conjunction with, or as an incident to, an operating agreement or other contract to drill oil or gas wells or otherwise exploit the minerals on the particular leases, whether or not the seller or any buyers are then present in this state, if:
For purposes of this subsection, no units of the issuer shall be integrated; however, this exemption cannot be combined or used in conjunction with any other transactional exemption.
17. An offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if:
18. An offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933 if:
19. A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties if:
20. A rescission offer, sale, or purchase under Section 1-510 of this title;
21. An offer or sale of a security through a broker-dealer registered under the Oklahoma Uniform Securities Act of 2004 to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade the Oklahoma Uniform Securities Act of 2004;
22. Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:
23. A transaction involving:
24. A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this act, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under the Oklahoma Uniform Securities Act of 2004; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under the Oklahoma Uniform Securities Act of 2004, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and The Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with the Administrative Procedures Act, the Administrator, by rule adopted or order issued under the Oklahoma Uniform Securities Act of 2004, may revoke the designation of a securities exchange under this paragraph, if the Administrator finds that revocation is necessary or appropriate in the public interest and for the protection of investors; or
25. A sale or offer to sell a security by an issuer if:
Notwithstanding the foregoing provisions of this subsection, an issuer shall be prohibited from offering securities under this subsection if the issuer or any of its principals or control persons:
Nothing in this subsection prohibits the use of general solicitation or general advertising in connection with the exemption under this subsection.
As to a particular offering, the Administrator may by rule or order withdraw or further condition the exemption under this subsection.
Added by Laws 2003, c. 347, § 7, eff. July 1, 2004. Amended by Laws 2021, c. 55, § 1, emerg. eff. April 19, 2021; Laws 2022, c. 77, § 9, eff. Nov. 1, 2022.

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