I had 2.5 million shares of jphc, not much. Once converted on Friday it turned to 1.15 million or so of PAIV. I sold Friday for .0017. I then got to reading on the message boards and calling PAIV and TDAmeritrade.
I was told by PAIV that the shares were restricted and they assumed there would be a reversal.
I was told by Ameritrade to review their Terms and Conditions Section/Paragraph 31. It would show they are not liable. I then got the following email from TDA:
At this time we have not received any official indication from the company that the shares of PAIV which you received are restricted shares. If we receive information from the company that the shares are restricted shares you would then have to buy back the shares at the market to cover any shares which you have sold. The price for the shares which you buy back would be the current market price.
Apex Reorganization and Safekeeping, TD AMERITRADE Division of TD AMERITRADE, Inc.
In the end, I re-bought this morning to cover myself at .0012. (Which actually works in my favor as a flip, talk about being lucky). I will now hold the exact number of shares until I hear otherwise. As you can see from the Ameritrade email, you would have to buy back at whatever market is. I can't afford not to cover.
Just trying to help those in my same situation
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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.
quote:Originally posted by PCola77: This is the part that just doens't make sense to me. How can they put shares in your account, not tell you that you can't trade them, then tell you that you have to buy them back? There's no way in hell that their argument could be "You should have known that they were restricted." Just doesn't make sense that they could do that.
quote:Originally posted by Hannibull: buytex, if covering needs to take place, then why does Ameritrade tell me that WE the investors are going to have to cover? I don't like that outcome at all, in fact I find it totally unfair, they screwed up, they should cover, not us. I mean the share price is up 72% right now!
exactly my thoughts pcola77 and moneymoneymoney I'm talking about the small email I posted on page 7
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I just received notice from Penson of the following:
We have just been informed by the company that the shares ARE supposed to be restricted and that Bloomberg and DTC listed the information incorrectly. We are about to send out a global email to all correspondents.
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quote:Originally posted by pepsiman: Subject : URGENT: JPHC-PAIV
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I just received notice from Penson of the following:
We have just been informed by the company that the shares ARE supposed to be restricted and that Bloomberg and DTC listed the information incorrectly. We are about to send out a global email to all correspondents.
posted
This is getting out of control. We know that SOMEONE will have to buy back the shares if they were restricted. We know that APO INTENDED for the shares to be restricted. We know that Ameritrade and others allowed the shares to be sold, and we know that Scottrade has told me that the shares are not, and can not be restricted because there is no restriction text where it would need to be.
What we don't know is what the end result will be, and anyone who runs in here claiming "The shares are restricted, BUY BUY BUY!" or "The shares aren't restricted, SELL SELL SELL" are just stating their opinions.
We can all stop stating that they were supposed to be restricted, and there's basically not going to be any new info until some kind of PR comes out. Let's all relax for a bit, and once a PR comes out we can all go crazy again.
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quote: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.
The only thing I see in there that might apply is the "reg D" part; clearly none other applies...
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
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buytex, just posting some info from SEC website about restricted shares from mergers or other. i am not trying to sway anyones' mind from selling or buying, just posting some info for everyone to read and decide for themselves honestly looks like those shares that were sold will have to be covered, by whom, i dunno will be interesting to watch to find out
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quote:Originally posted by PCola77: This is getting out of control. We know that SOMEONE will have to buy back the shares if they were restricted. We know that APO INTENDED for the shares to be restricted. We know that Ameritrade and others allowed the shares to be sold, and we know that Scottrade has told me that the shares are not, and can not be restricted because there is no restriction text where it would need to be.
What we don't know is what the end result will be, and anyone who runs in here claiming "The shares are restricted, BUY BUY BUY!" or "The shares aren't restricted, SELL SELL SELL" are just stating their opinions.
We can all stop stating that they were supposed to be restricted, and there's basically not going to be any new info until some kind of PR comes out. Let's all relax for a bit, and once a PR comes out we can all go crazy again.
PC, good post... Scottie indeed does *try* to go by the book; I happen to believe they are right about "cannot be restricted." However, I've also seen Scottie roll over when directed to by the TA & company...
What's now interesting is Penson (ChoiceTrade, Lowtrades, etc) is now pointing the finger also at DTC...that thickens the soup a bit.
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
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quote:Originally posted by madOIL: buytex, just posting some info from SEC website about restricted shares from mergers or other. i am not trying to sway anyones' mind from selling or buying, just posting some info for everyone to read and decide for themselves honestly looks like those shares that were sold will have to be covered, by whom, i dunno will be interesting to watch to find out
mO, no swaying intended my part, either... it's very interesting, though. Several forces at work... state law vs SEC role, for one... plus, the whole resricted angle. It has become commonplace for scammy pennies to hype a dividend then issue restricted stock in some unknown, offbeat company, sometimes as part of an accompanying split, sometimes not. However, all shareholders are treated equally... I still can't imagine that APOA shareholders will be unaffected while former JPHC shareholders will hold restricted stock... add to that some have sold and already made other trades... quite the spectacle, it is
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
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dont mean to be a downer BUT my 300000 shares of lsta or lvsg or jphc oh wait i mean paiv are now worth a wopping ZERO! 300000 SHARES OF LSTA = .07 OF A SHARE OF PAIV these a$$es have a history.
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Buytex, you're making this more complicated than it is.
SEC will not get involved, neither will states. It will be ruled as a mistake. Either the company didn't restrict the shares, and they do now, and screw their shareholders, OR Ameritrade says "Oops" and forces buy ins. Either way, complain all you want, investor is going to lose.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM!
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Anyone watching that ARCA bid 9999 shares? He's moved from .0017 to .0018 . He could smash that wall at .0021 and get things moving again if he's motivated!
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Not buying now.. should have bought on Friday like I was pondering and yelling about.. but of course, my timing stinks.
MM's are now keeping this up in case buybacks come in.. they will azz rape those who have to buyback. But it won't move.. they'll unload shares at .002... and then dump this.
I'm staying away.
-------------------- Stick with Repo's plan in '07 - FRPT/DKAM!
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buytex, i agree some strange forces at work, first of all, dividends for pennies, lol, with what income to pay shareholders, dividends in pennies - i personally dont even read that news (no income for shareholders, how can u pay divy -- in shares, no thanks ill take the cash divy from a big board player) restricted shares in pennys ROFLMAO - maybe 1 in a million will be worth it in a market as pennys are traded why would u want your money tied up in a company with a restricted stock that will more than likely be worth way less when you are able to trade say 1 yr from now, than it is worth the day before those shares were distributed ah just my mind, i am in with 100K no restrictions not looking for LongTerm hold here just playing pennys for fun!
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quote:Originally posted by Repoman75: Not buying now.. should have bought on Friday like I was pondering and yelling about.. but of course, my timing stinks.
MM's are now keeping this up in case buybacks come in.. they will azz rape those who have to buyback. But it won't move.. they'll unload shares at .002... and then dump this.
I'm staying away.
Why wouldn't they ride this up to .01 and higher if buybacks were required? Why would they settle at .002?
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quote:Originally posted by Repoman75: Buytex, you're making this more complicated than it is.
SEC will not get involved, neither will states. It will be ruled as a mistake. Either the company didn't restrict the shares, and they do now, and screw their shareholders, OR Ameritrade says "Oops" and forces buy ins. Either way, complain all you want, investor is going to lose.
lol, I *made* it complicated...
Actually, I agree that the company and TA may be able to get the brokers to roll over... that's what happened with GVRP... However, once the DTC got involved with BCIT, the risk was deemed too high, and the SEC suspended it...
The kicker to me is still the part about APOA shareholders vs JPHC shareholders...doubt that will fly, under scrutiny...
-------------------- Nashoba Holba Chepulechi Adventures in microcapitalism...
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