The information below is available from BPWI's own transfer agent........
Please note for securities which are restricted to demand a release of a 144
restriction under rule 144k we need the following:
1) The presentation of the original certificate of stock.
2) A letter DEMANDING the removal of the restriction under 144k.
3) The processing fee of $150.00USD for the demand transfer processing fee.
4) A letter stating who to issue the shares to and a address of where to
send the new shares to.
5) A stock power signature guaranteed in the name of the shareholder.
6) (OPTIONAL) A overnight account number if you would like the new shares
couriered to you if the restriction is removed or if there is non-response
Note these shares can only be placed in a demand if the shares have been
held over 24 months by a shareholder who is not a officer or insider in the
company (for the preceding 90 days) and who is not a 5% shareholder
**Please note a letter faxed to our firm does not constitute a demand
without receipt of the above items.**
Upon receipt of the above the company will have seven days to put the
shares into litigation. If the company fails to act within this period then
the shares will be released from their restriction and transferred as
Jason M. Bogutski - President
Signature Stock Transfer, Inc.
2301 Ohio Drive - Suite 100
Plano, Texas 75093
Telephone Number 972 612 4120
Facsimile Number 972 612 4122
Email Address firstname.lastname@example.org
Here is the exact copy of the letter I sent to the t/a....
To , Signature Stock Transfer, Inc.
I am demanding the removal of the restriction on my Big Apple Worldwide, Inc. stock (BPWI) under rule 144k.
I would like the unrestricted shares sent back to me at :
city, state, zip code
Thank You for your time and effort,
your signature and date
Biting the Big Apple
Restricted stock, as far as pink sheet companies go, is usually hit or miss. I’m sure many of us have a slew of near-worthless ‘dividends’ or ’spin-offs’ in our trading accounts that just look plain ugly. For the last year and a half, I’ve been trying to sell my restricted shares of Big Apple Worldwide that I received in a spinoff from the former Prime Rate Investors (PRRM) triple-zero stock I received late 2004. SEC Rule144 talks about selling restricted stock:
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.
Unfortunately, even though I technically could have sold after the first year, I would have needed some help from the company:
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.
After the first year went by, I called my broker and tried to get the process started. He sent me a bunch of paperwork to fill out, and tried to contact the company attorney. No response. After we gave up directly trying to get in touch with the company, we tried to contact the transfer agent. What they essentially told me was that the company was not going to lift the restrictions before (2) years had gone by, and that I would just have to wait like anyone else.
So I did, and late in 2006 when the two years had been completed, I started the process once more. This time, I called the Big Apple IR department. While the guy was extremely friendly, he didnt have much in the way of relevant information, but pledged to call me back the next day with an answer. He never did. I then tried to contact the company attorney, and left a few voice mails. No response. My broker informed me that because the stock was now more than two years old, it would be considered under Rule144K — which is explained by this Fidelity site below:
Securities have this restriction if the securities are restricted but the stock owner is not an affiliate of the company, and the securities were acquired from the company or are affiliate of the company more than 2 years ago. Customers can sell this type of stock without having to satisfy most of the requirements of Rule 144.
Cool. Should be a breeze to sell now, right? Well, not exactly. My broker submitted all the 144K paperwork and sent my certificate back to the transfer agent to free. This was sometime in late December. I called the transfer agent and I was told that the transfer agent hadn’t been able to get any sort of guidance from the company on these shares either, and was going to give them a few weeks to respond. After two weeks, I called back, and was informed that the transfer agent actually sent my shares back to my broker because they can’t indefinitely hold them if the company is not responding to requests. On top of that, I was charged $40 for transfer fees. At this point, I got pretty irritated. I wrote the transfer agent and asked how long is a reasonable period for them to get back to us, and I could tell the transfer agent was also getting a bit annoyed with the situation as well.
They informed me that I could then request to ‘demand transfer’ of my shares, something they rarely did and had only been requested a handful of times in their entire transfer history. Essentially, I had to compose a letter, submitted by my broker, demanding the removal of the restriction under Rule144K. I would also have to pay an additional $110 to start the process, now bringing my out of pocket tab up to $150 total. In part because of the additional fee and in part because I was angry I was not told about this sooner, I wrote the transfer agent another nasty email. His response:
Please note demands are usually a resort before a item becomes a lawsuit, it is not common practice to do a demand transfer, so this is why I did not
inform you or any other party of this. Note in over 10 years of being a agent for over 500 companies, Signature Stock Transfer has had less than 100 items demanded from release under rule 144k.
After paying the fee and following the emailed guidelines about starting a demand, my broker again returned the stock to the transfer agent and, amazingly, the demand process begun. After more than two years and dozens of phone calls, I was now just a few weeks away from having my stock freed up.
On Friday, I called the transfer agent for an update. Surprisingly, they said they had removed the restriction already, and the stock was en route to my broker. I was really excited. After hitting a high near $.20 during the one-year period, Big Apple was trading with a $.02 bid nowadays. According to Big Apple’s financial disclosures, there are at least a couple hundred million shares that are also held by former PRRM shareholders, and judging by the size of this stock that was not yet in the market, I decided the best thing to do would be to sell as soon as possible.
In 2004, the Company issued 1,062,500,000 shares of its $.0000001 par value common stock to Prime Rate Investors, Inc. in exchange for its former
subsidiary, Tampa Bay Mortgage, in a share-for-share exchange. In 2005, the 879,300,000 shares still held by Prime Rate Investors, Inc. were retired.
By simple math, it would show 183,200,000 shares that were not retired. That’s certainly a lot of potential stock for a company that has traded no more than 510,000 shares in any single day over the last year, and typically well under 50,000 shares on a daily basis.
A few days later, my stock reached my broker, was submitted for clearing, and was approved. I finally had free-trading stock. I took a moment of pause to think about the accomplishment, then called my broker. It took only a half hour to fill my entire order, and I was able to sell my entire block. I netted over $3,600 after paying a typically-large commission to my ‘brick and mortar’ broker (who, by the way, does provide a hell of a lot better customer service than a discount broker when you’re dealing with restricted stock). I even wrote the transfer agent today and thanked them for good customer service and apologized for my frustrations over the last few months. Interesting to me was that at no point in this process did Big Apple ever make a statement one way or another on these shares. It was almost as if they decided to ignore the issue altogether and hope people ran out of patience and moved on.
My advice to anyone that is reading this :: if you have restricted paper, especially over two years old, and it’s actually worth something on the market? Go out and fight for it! You’re a shareholder! Most of these companies claim they are ‘rewarding’ shareholders with these kinds of restricted stock, yet they seem to lapse on the actual fulfillment of that. It’s like getting a letter in the mail saying you’ve won a new car, but going to the dealership and getting a bunch of brochures and sales pitches instead. In short, you have to put some time and energy into the process. Brokers aren’t likely just going to help you out as a courtesy, and I can’t imagine companies are going to welcome an influx of shares hitting the active float, either. If companies are going to issue restricted stock, they better expect shareholders to redeem them when the law says we can.
Bottom line on removing the legends on 144 restricted stock after a 12 month hold...the company.
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:
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.
Courtesy of Jim Bishop, thank you sir.........