posted
Restricted shares have a time period - in this case 1 year.At which time we should be able to sell them if we want.No money need be paid to unrestrict the stock.
Posts: 167 | Registered: Dec 2005
| IP: Logged |
posted
A little something for you all to read from fedility about restricted stock. --------------------------------------------
FAQs – Control and Restricted Stock Plans
What are restricted securities?
Is restricted stock the same as employee stock options?
How might I acquire restricted stock?
Who is a control person?
Do I need to be a Fidelity client to use Fidelity's services?
Can Fidelity take custody of my shares of my control and restricted stock?
What is the typical sales process for control or restricted stock?
What commissions or fees apply to restricted stock transactions?
How do I track the status of the sales process?
Q. What are restricted securities?
A. Restricted securities are stocks, warrants or other securities that are acquired directly or indirectly (for example by gift) from a public or private company or from an affiliate of the company in a transaction that is not registered by the SEC, and is also known as a private offering. For example, restricted stock can be acquired through corporate mergers, exercise of stock options, as bonus shares, or as compensation for services provided, but not through a public offering.
Restricted securities are not registered with the SEC and can usually be identified by a legend on the stock certificate restricting the manner of the sale. Sale of the shares will depend on how and when the securities were acquired. Sometimes there is a contractual restriction, such as a lock up agreement which further restricts the resale of the stock.
Top
Q. Is restricted stock the same as employee stock options?
A. No. An employee stock option, refers to the right to purchase a certain number of shares of your company's stock at a pre-established price over a defined period of time. Stock acquired in this manner may or may not be restricted.
Top
Q. How might I acquire restricted stock?
A. Restricted stock is usually acquired through:
• Corporate reorganizations (mergers and acquisitions) • Direct purchases from the company or insider • Stock dividends or splits • Partnership distributions • Private placements • Venture capital investments • Payment for professional services • Stock options • Stock purchase plans • Gift
Top
Q. Who is a control person?
A. A control person, or affiliated person, is an individual in a position to exert direct influence on the actions of an issuer. For example, officers, directors, policy-making executives, major shareholders (generally own 10% or more of outstanding shares), and other people who are in a position to directly or indirectly control the management of the company are considered control persons. This includes spouses, family members who live with them, and other entities such as trusts or corporations affiliated with control persons, as defined in Rule 144.
Sale of an issuer's securities by a control person or an insider of the issuer is subject to restrictions, regardless of whether the security is restricted or purchased in the market. A control person must complete Rule 144 documentation and comply with Rule 144 when selling control stock. Control securities are securities acquired by control persons or affiliates as described in this section.
Top
Q. Do I need to be a Fidelity client to use Fidelity's services?
A. Yes. You will need a Fidelity AccountSM to hold restricted stock at Fidelity. You can open a Fidelity Account online. Fidelity's Control and Restricted Stock Services group offers a range of support for customers who are trading restricted stock.
Top
Q. Can Fidelity take custody of my shares of my control and restricted stock?
A. Yes. Call the Control and Restricted Stock Specialists at 800-544-6161 and and they can help you with the necessary steps. You will need a Fidelity Account for Fidelity to keep custody of your control and restricted stock. If you don't have an account, you can open a Fidelity Account online.
Top
Q. What is the typical sales process for a restricted or control stock?
A. Fidelity will help you complete the necessary steps in selling your restricted or control securities.
To trade restricted stock Fidelity will:
• Identify if the stock is restricted -We can help determine whether the stock you own has restrictions with the information you provide us regarding how the stock was acquired and how long you have owned it. • Complete the documentation -We can help you complete the necessary paperwork and take delivery of your stock certificate(s) • Request legal approval -We will contact the stock issuer's legal counsel who will confirm that you are cleared to sell • Place the trade -Once we have the necessary paperwork, and the issuer counsel's confirmation stating that the shares can be sold, we will file the necessary paperwork with the SEC on your behalf, and place the order to sell per your instructions • Obtain clean stock certificates -We contact the stock issuer's transfer agent to remove the restrictive legends from your stock certificates and then make the sales proceeds available to you
Top
Q. What commissions or fees apply to restricted stock transactions?
A. Fidelity's regular stock commission schedule.
Top
Q. How do I track the status of the sales process?
A. Once you have initiated the sales process, you can call our Control and Restricted Stock Specialists at 800-544-6161. They will be able to provide you with the status of your transaction.
quote:Originally posted by dmort: Restricted shares have a time period - in this case 1 year.At which time we should be able to sell them if we want.No money need be paid to unrestrict the stock.
That is absolutely false on so many levels. The one year period has many levels of restrictions that has to be met first long before you can unrestrict them. One of which the restricted company must report finances and a opinion letter must be written by the lawyer of the company. These are SEC rules for 144 restricted shares and can not be ignored. And the TA has a charge to unrestrict the shares and a charge to issue the new shares. And if the broker does it then there is a broker charge.
Now after 2 years most of the requirements no longer apply but there are some but the fees still apply from the TA for both unrestricting the shares and issuing the new shares. Plus the broker charges still apply. Even if you hold the certs you will still have to pay the transfer agent's fees which less you own a lot of shares still cut into the bottom line.
This still doesn't even address the fact this will increase the o/s of dividend stock by a huge amount diluting the pps by a huge amount. Thats if it ever happens.
You better do research before telling people something that is absolutely false.
-------------------- Learn the hard way with pennies Posts: 153 | Registered: Nov 2004
| IP: Logged |
I'd been afraid that the sane people who actually know what they're talking about had all bailed on this thread.
I've been laying low because there's been a lot of nonsense on here the past couple of weeks.
Posts: 412 | From: NYC | Registered: Aug 2005
| IP: Logged |
posted
If I were you. I would not bet that you have to pay the fees. There are circustances where you do not. You still have to pay your normal selling commission and thats all I will pay.
Posts: 675 | Registered: Dec 2005
| IP: Logged |
quote:Originally posted by dmort: Restricted shares have a time period - in this case 1 year.At which time we should be able to sell them if we want.No money need be paid to unrestrict the stock.
That is absolutely false on so many levels. The one year period has many levels of restrictions that has to be met first long before you can unrestrict them. One of which the restricted company must report finances and a opinion letter must be written by the lawyer of the company. These are SEC rules for 144 restricted shares and can not be ignored. And the TA has a charge to unrestrict the shares and a charge to issue the new shares. And if the broker does it then there is a broker charge.
Now after 2 years most of the requirements no longer apply but there are some but the fees still apply from the TA for both unrestricting the shares and issuing the new shares. Plus the broker charges still apply. Even if you hold the certs you will still have to pay the transfer agent's fees which less you own a lot of shares still cut into the bottom line.
This still doesn't even address the fact this will increase the o/s of dividend stock by a huge amount diluting the pps by a huge amount. Thats if it ever happens.
You better do research before telling people something that is absolutely false.
FCDH itself stated the shares are restricted for 1 year at which time the stock can be sold.I have said all along that the SNYY shares would be diluted by this dividend, which may be a good thing, because its not a very liquid stock right now.I guess the best advice is to get guidance from your broker when you get your shares of SNYY.
Posts: 167 | Registered: Dec 2005
| IP: Logged |
posted
Rule 144: Selling Restricted and Control Securities
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in the marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
What Are Restricted and Control Securities? Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.
Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.
If you acquire restricted securities, you almost always will receive a certificate stamped with a "restricted" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. The certificates of control securities are usually not stamped with a legend.
What Are the Conditions of Rule 144? If you want to sell your restricted or control securities to the public, you can follow the conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
Holding Period. Before you may sell restricted securities in the marketplace, you must hold them for at least one year. The one-year period holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But an affiliate's resale is subject to the other conditions of the rule. Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, such as one an employee receives, the holding period always begins as of the date the option is exercised and not the date it is granted.
Adequate Current Information. There must be adequate current information about the issuer of the securities before the sale can be made. This generally means the issuer has complied with the periodic reporting requirements of the Securities Exchange Act of 1934.
Trading Volume Formula. After the one-year holding period, the number of shares you may sell during any three-month period can't exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange or quoted on Nasdaq, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing a notice of the sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Ordinary Brokerage Transactions. The sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
Filing Notice With the SEC. At the time you place your order, you must file a notice with the SEC on Form 144 if the sale involves more than 500 shares or the aggregate dollar amount is greater than $10,000 in any three-month period. The sale must take place within three months of filing the Form and, if the securities have not been sold, you must file an amended notice.
If you are not an affiliate of the issuer and have held restricted securities for two years, you can sell them without regard to the above conditions.
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met? Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer≈usually in the form of an opinion letter from the issuer's counsel≈that the restricted legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and execute the trade in the marketplace.
To begin the process, an investor should contact the company that issued the securities, or the transfer agent of the company's securities, to ask about the procedures for removing a legend. Since removing the legend can be a complicated process, if you're considering buying or selling a restricted security, it would be wise for you to consult an attorney who specializes in securities law.
What If a Dispute Arises Over Whether I Can Remove the Legend? If a dispute arises about whether a restricted legend can be removed, the SEC will not intervene. The removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
posted
Looks more and more like these restricted shares will be worthless at the end of 1 year. And that is IF we can sell them at all.
Posts: 209 | Registered: Sep 2005
| IP: Logged |
quote:Originally posted by fishfarmer: Most of these trades seem too consistent to be random. What the hell is it? If it goes up something or someone like a frind of mine (whoes brother owned a co.) is going to get filthy ass rich.
buy back, inside info, institution, club, what talk to me
-------------------- Buy when blood runs in the streets Posts: 1370 | From: lucedale ms usa | Registered: Dec 2004
| IP: Logged |
posted
man, I love it when a bunch of chumps start posting with their new logins and bash/pump the stock. No cahones to "keep it real."
Either way, looks like I'll be adding more to my position. Thank you pumpers for helping me make some money, and thank you bashers for helping me get more shares lower!
Posts: 680 | From: san francisco | Registered: Aug 2005
| IP: Logged |
posted
Newb here. A question on the divies: We've seen this thing go down for the past couple of days so no doubt that there are a lot of people selling off. Doesn't this mean significantly fewer SNYY shares coming out on Jan 6th? I know only time will tell, but what do you guys think this will do to the price of SNYY over the next year?
Posts: 6 | From: Tyler, Tx | Registered: Dec 2005
| IP: Logged |
posted
more and more common: eg, the restricted shares a buncha folks got from UNQT, I believe it was...some "spin-off." This is an increasingly common method employed to create interest...buzz. The play here is you overlook Sandy Winik's history and vague PRs, and instead are willing to take a chance on the fight content being a viable product... To me? the divvy thang just muddied the water...esp. given more confused/confusing PRs...
quote:Originally posted by JohnnyRotten: I got shares from GXXL on FNRP I think it was and they are worthless. Haven't checked in a while but they are basically nothing.
Maybe someday they will be bought for a shell by a future microsoft. My only hope.
Johnny, I have 40657 shares of FNRP with a book value showing $14,229.95. But not trading and most likely useless when the restriction is off them as of April 30 2006.
-------------------- Be Careful Of The Toes We Step On Today, They Could Be Attached To The Butt We Have To Kiss Tomorrow Posts: 4727 | From: Elk Grove ( Sacramento )CA USA | Registered: Jun 2004
| IP: Logged |
quote:Originally posted by betting babe: while you all are bickering, buys for a total of approx 100 million shares * .0006 went thru.
just thought that was interesting.
~BB
Yes it is very interesting that the MMs held 25% of the days BUYS until after the bell. That is 95,000,000 shares in lots of 10-->9,000,000 shares and 1----> 5,000,000. I wonder why the MMs wouldn't want the market to see what was REALLY happening throughout the day?
Well, the why is because they wish to demoralize the market into selling their shares!!! This was their aim, to shake up to 500,000,000 shares to cover their NSS.
Tomorrow will be the MM's DOOMSDAY, every 6 REAL FCDH shares must be matched to an SNYY share, any extra unauthorized shares out there and the MMs must cover.
MM's will pull such pranks as stating, you can sell your shares before January 6th 2006 and the dividends will not be conveyed to the new owner before PAY DATE! Paydate set for these restricted shares is January 6th, 2006.
This silly notion is FALSE!
If you sell your stock before the ex-dividend date, you also are selling away your right to the stock dividend. Your sale includes an obligation to deliver any shares acquired as a result of the dividend to the buyer of your shares, since the seller will receive an I.O.U. or "due bill" from his or her broker for the additional shares. Thus, it is important to remember that the day you can sell your shares without being obligated to deliver the additional shares is not the first business day after the record date, but usually is the first business day after the stock dividend is paid. http://www.sec.gov/answers/dividen.htm
They'll try to convince you that SNYY shares are superfluous. Well, there is just no one of knowing how well a stock will be doing a year from now, so do your DD. But when they say they have experience with worthless dividends...just ask them for proof! Remember, these MMs are desperate and need your shares. Where were these co-dependent good samaritans when you were buying FCDH if they really felt this way?? I know where they were, they were probably watching LII or T&S on that day when the volume went over a Billion FCDH shares.
THIS IS A WARNING!
MMs NEED YOUR SHARES BEFORE CLOSE TOMORROW DECEMBER 29TH, SO THEY CAN COVER THEIR NSS OF 500 MILLION SHARES.
GLTA!!!!!!!!
Of course, IMHO
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
quote:Originally posted by bugcatcher: If you sold your FCDH shares yesterday, will you still recieve the divy?
Sorry but NO!! If you sell your stock before the ex-dividend date, you also are selling away your right to the stock dividend. Your sale includes an obligation to deliver any shares acquired as a result of the dividend to the buyer of your shares, since the seller will receive an I.O.U. or "due bill" from his or her broker for the additional shares. Thus, it is important to remember that the day you can sell your shares without being obligated to deliver the additional shares is not the first business day after the record date, but usually is the first business day after the stock dividend is paid. http://www.sec.gov/answers/dividen.htm
GLTA!!!!
Of course, IMHO
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
posted
the question about selling after the 23rd and before the 29th is understandable, given the PRs and NASD-response: but, this traded with no ex-dividend date, as explained to me by Jennifer Fainer (sp?) in NASD HQ, shortly after she explained it to Sandy Winik...
posted
This is very simple. Do not sell if you are not sure. Until you see the divy in your account. Once it's there. It is yours.
Posts: 675 | Registered: Dec 2005
| IP: Logged |
posted
If the shares of SNYY are predicted to be worthless by some on the board, then Kachina Gold is worthless, the new 15 oil drilling contracts for the first quarter of 2006 are worthless, Terra Block and their contracts are worthless, and any attempt by management for the up-comming year to increase is worthless.
So you see, a 'WARNING' here is necessary to counter all the whining. The WARNING is this, to make such a cursory conclusion that SNYY will be worthless you need a barometer to measure and predict by. WHAT IS THIS BAROMETER, please show it to me?
On the other hand, I bought in at .0003 and at this level of risk, I say spin the wheel and lets see where Kachina Gold Mine, Terra Block, and the OIL goes in a year. I feel comfortable in that. Maybe other do not...I then must ask...why did you buy in the first place, if some MM can SCARE you now in less than a week or two?
GLTA!!!!!!
Of course, IMHO
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
quote:Originally posted by Tape worm: This is very simple. Do not sell if you are not sure. Until you see the divy in your account. Once it's there. It is yours.
Agreed...the reason i post about this--and saw it in action in the past few days--is peeps who understand "ex-date" get confused when they see posts that this divvy has an ex-date.
It *is* simple, given an ex-date--in lieu thereof? without that, it's *not* so simple or clear-cut, especially given the NASD responses....
as you say, TW, if ya wanna it, hold it till ya got it...
otoh? if ya want out and hope to still get the divvies? Get your broker to answer to an e-mail, or something else in writing, that you can sell and still get the divvies...
quote:Originally posted by BuyTex: the question about selling after the 23rd and before the 29th is understandable, given the PRs and NASD-response: but, this traded with no ex-dividend date, as explained to me by Jennifer Fainer (sp?) in NASD HQ, shortly after she explained it to Sandy Winik...
No Tex, I believe you are talking about it being 'settled'....I do not believe you are speaking about the dividends being 'paid'. Further, if I am ultimately mistaken, then I can always go back to the SEC. Please, no one take my word for it, even when I post the reference from the SEC. There maybe more factors involved of which I am not aware. I am simply giving my read on the issue.
GLTA!!!! Of course, IMHO
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
posted
Rasica, I wonder who sold shares to me today. Maybe one of us sold ours ,but the MMs didn't hold on to the ones that I bought. What do you make of that? Just curious.
Posts: 4245 | From: SMALLVILLE USA | Registered: May 2004
| IP: Logged |
quote:Originally posted by Tape worm: This is very simple. Do not sell if you are not sure. Until you see the divy in your account. Once it's there. It is yours.
Tape, I have read that some people have had dividends shown in their accounts and they sold only to see the shares convey. I cannot verify this, so take this with tongue in cheek.
I'm not selling, so I am really not worried about it, but to buy just for the dividends seems rather silly to me since I feel FCDH will dwarf SNYY in the long run.
GLTA!!! Of Course, IMHO
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
quote:Originally posted by BuyTex: the question about selling after the 23rd and before the 29th is understandable, given the PRs and NASD-response: but, this traded with no ex-dividend date, as explained to me by Jennifer Fainer (sp?) in NASD HQ, shortly after she explained it to Sandy Winik...
No Tex, I believe you are talking about it being 'settled'....I do not believe you are speaking about the dividends being 'paid'. Further, if I am ultimately mistaken, then I can always go back to the SEC. Please, no one take my word for it, even when I post the reference from the SEC. There maybe more factors involved of which I am not aware. I am simply giving my read on the issue.
GLTA!!!! Of course, IMHO
I'm simply relaying what happened on Friday: called Sandy after the PR, got Jennifer's number at NASD; she confirmed that without ex-date, Friday was the last to buy because Monday was a holiday; called back and asked about selling this week and still receiving divvy--she said, basically, "no investment advice, here...call your broker." Later, I spoke with NASD guy in regional office (Dallas). He checked and said TA would account for all divvy shares as of Friday; I asked again, explicitly, "so I can sell Tuesday or any day next week and still get the divvies?"
"Yes," he said, "That is correct."
I suppose my ultimate point here is DD, of course--but also this: Why can't we as traders as get straight answers from our reg agencies?
quote:Originally posted by DIGDOUGH: Rasica, I wonder who sold shares to me today. Maybe one of us sold ours ,but the MMs didn't hold on to the ones that I bought. What do you make of that? Just curious.
NSS is part and parcel of the overall picture, one must throw a dog a bone every once in a while ...eh? With every legal investigation of NSS, I believe this is the modus. There are many articles on the internet that provides in depth study of this issue, but thats what I make of that...it would be worse if they had not!
Further, do you see a connection between a modus of NSS and the MMs withholding 95 million shares till after close today? I can gaurantee you it is not dilution
GLTA!!!! Of course, IMHO
Dig, I'm signing off for the day, so I'll be back tomorrow. Tomorrow should be real interesting..in fact, I think this thing will be through the second week of January!
-------------------- All IMHO. Do not rely upon anything I post to base your financial decisions upon. Posts: 970 | From: Montana | Registered: Jul 2005
| IP: Logged |
Topic Closed
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Big Grin]](biggrin.gif)
![[Wink]](wink.gif)
![[Frown]](frown.gif)
