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[QUOTE]Originally posted by atleast: [QB] [QUOTE]Originally posted by Gary59: [qb] I tried again and it went through I spoke to Diane as well and since I am with Scottrade they sent those shares direct to Scottrade last week so now it is up to Scottrade to put the shares back into my acc. I also asked Diane ifthe shares will be restricted and if so how much longer her reply was it will all be up to Scottrade as to how and when they release my shares to me. And she said something that they will be under a rule #144 regulation about how they will be traded, Now I need to call Scottrade and find out what rule #144 is as well.. Well its getting a little more like we might see some shares come back... [/qb][/QUOTE]some info: ***************** The Federal Securities Act of 1933 generally requires that stock and other securities must be registered with the Securities and Exchange Commission (the "S.E.C.") prior to their offer or sale. Registering securities with the S.E.C. can be expensive and time-consuming. This article offers a brief introduction to SEC Rule 144, which allows for the sale of restricted securities in limited quantities without requiring the securities to be registered. First it's probably appropriate to explain the basics of restricted securities. Restricted securities are generally those which are first issued in a private placement exempt from registration and which bear a restrictive legend. The legend commonly states that the securities are not registered and cannot be offered or sold unless they are registered with the S.E.C. or exempt from registration. The restrictive legend serves to ensure that the initial, unregistered sale is not part of a scheme to avoid registration while achieving Advertisement some broader distribution than the initial sale. Normally, if securities are registered when they are first issued, then they do not bear any restrictive legend and are not deemed restricted securities. Rule 144 generally applies to corporate insiders and buyers of private placement securities that were not sold under SEC registration statement requirements. Corporate insiders are officers, directors, or anyone else owning more than 10% of the outstanding company securities. Stock either acquired through compensation arrangements or open market purchases is considered restricted for as long as the insider is affiliated with the company. For example, if a corporate officer purchases shares in his or her employer on the open market, then the officer must comply with Rule 144 when those shares are sold, even though the shares when purchased were not considered restricted. If, however, the buyer of restricted securities has no management or major ownership interests in the company, the restricted status of the securities expires over a period of time. [b] Under Rule 144, restricted securities may be sold to the public without full registration (the restriction lapses upon transfer of ownership) if the following conditions are met. The securities have been owned and fully paid for at least one year (there are special exceptions that we'll skip here). Current financial information must be made available to the buyer. Companies that file 10K and 10Q reports with the SEC satisfy this requirement. The seller must file Form 144, "Notice of Proposed Sale of Securities," with the SEC no later than the first day of the sale. The filing is effective for 90 days. If the seller wishes to extend the selling period or sell additional securities, a new form 144 is required. The sale of the securities may not be advertised and no additional commissions can be paid. If the securities were owned for between one and two years, the volume of securities sold is limited to the greater of 1% of all outstanding shares, or the average weekly trading volume for the proceeding four weeks. If the shares have been owned for two years or more, no volume restrictions apply to non-insiders. Insiders are always subject to volume restrictions. [/b] The most recent rule change of Feb 1997 reduced the holding periods by one year. For all the details, visit the SEC's page on this rule: http://www.sec.gov/rules/final/33-7390.txt Julie O'Neill offers some insights about the SEC's Rule 144: http://www.feinberglawgroup.com/rule144.html [/QB][/QUOTE]
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