WAC 460-44A-050
Isolated transactions -- Sales not involving
a public offering. (1) An "isolated transaction" within the
meaning of RCW 21.20.320(1) includes:
(a) Subject to the limitation of (b) of this subsection, any
sale of an outstanding security by or on behalf of a person not
in control of the issuer or controlled by the issuer or under
common control with the issuer and not involving a distribution;
(b) Any sale satisfying the requirements of (a) of this
subsection that is effected through a broker-dealer, provided
that it is one of not more than three such transactions effected
by or through the broker-dealer in this state during the prior
twelve months;
(c) Any sale of an outstanding security by or on behalf of a
person in control of the issuer or controlled by the issuer or
under common control with the issuer if the sale is effected
pursuant to:
(i) Brokers' transactions in accordance with section 4(4) of
the Securities Act of 1933 and Rule 144 thereunder; or
(ii) Any other transaction not effected through a
broker-dealer and not involving a distribution, if the sale,
including any other sales of securities of the same class during
the prior twelve months inside or outside this state by the
person, does not exceed 1% of the outstanding shares or units of
that class; or
(d) Any sale of a security by or on behalf of an issuer that
is one of not more than three such transactions inside or outside
this state during the prior twenty-four months.
An exemption provided by (a), (b), (c), or (d) of this
subsection shall not be available for any offering made in a
manner inconsistent with the limitations set forth in (a), (b),
(c), or (d) of this subsection, respectively.
(2) "Sales not involving a public offering," within the
meaning of RCW 21.20.320(1), is interpreted by the director in a
manner consistent with section 4(2) of the federal Securities Act
of 1933 and Securities and Exchange Commission Securities Act
Release No. 4552.
Note:
Pursuant to RCW 21.20.320(1), the director has promulgated a rule "establishing a nonpublic offering exemption" at WAC 460-44A-506.