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Good point, but I’d like to extrapolate. You pay the attorney fee once to provide an opinion letter that removes the restricted legend off all the class c shares. You would pay a broker reorganization fee multiple times, to your point, but that’s negligible. VStocks fee would be $20-40 per conversion I believe. If you have the patience then more power too you :) Use my guide when you’re ready, it will save you a lot of time and headache!
Part of the delay was for sure due to Alpine 4 not communicating with VStock Transfer effectively so that they could relay proper conversion steps to shareholders. I understand it is not their responsibility to handhold, but it feels like they mislead investors by pointing us towards the DWAC transfer method when in fact that wasn't possible without everything else I outlined.
Ian K. owned up to that in an email discussion with me. He did say that the steps would be revised on the website which I have yet to see (https://alpine4.com/investors/shares-conversion). I haven't filled out that page in a while, but from memory, you receive a form to initiate a DWAC transfer which is completely irrelevant to class c shareholders.
The 8-k makes a very loose reference to rule 144 (https://fintel.io/doc/sec-alpine-4-holdings-inc-1606698-8k-2022-august-30-19234-4870), but there is a lot more than meets the eye.
So yeah, I think at least 1-2 months of the delay was due to ALPP not providing clear guidance and setting expectations in a very unrealistic manner. When calling my broker, they advised that this whole process would take 4-6 weeks on average, yet Ian told me that class c shareholders had already initiated and successfully converted their holdings within 2 weeks of September 6th which I called BS on ha. Idk man...I am just glad to be done with this for now. Again, I would recommend you start the process just to have them tradable. Is it worth $500-600 to you is the question. Good luck friend.
A final note -- after talking with my attorney, he said it was ok that I give referraIs for his services. His website is www.rule144solution.com. Again, you will need to procure a 4(a)(1) opinion letter for your broker / VStock Transfer. He really knows his stuff and will move the process right along for you at a reasonable price. ALPP's Ian K. suggested that this could cost nearly $800 for an opinion letter when I reached out to him. This service by far was the most affordable I could find. Good luck to all!
It took a LOT of patience for me to go through this process (5 months). I almost gave up because each phone support agent was like a newborn baby in the process. Once I hired an attorney ($325), things started to move a lot smoother.
If you are an xx,xxx+ class C shareholder, which I do believe you are as you've been posting since 2019 (I've followed your opinions very early on which got me my class c shares ultimately! thx!), you should consider taking a look at my help guide I posted a few minutes ago. Could save you the massive headache I experience by knowing everything upfront.
"Yes, I saw that, but at what cost?"
$518 to be exact. A LOT of time though. About 25 hours on the phone with my broker / VStock Transfer because nobody knows how to process share conversion apparently lol. I just made a new post that outlines my experience in the process.
"Anyway, decided to wait with my dividend, just in case Alpine get bought by someone with a brain, some guts and much more respect for shareholders."
I would strongly advise against this if you have xx,xxx+ class C shares. A buyout or merge will very likely cause more red tape related to rule 144 which may end up putting your shares in perpetual purgatory. You do you tho!
I want to help Class C shareholders that have not yet started down the path of converting their shares to class A. It took me 5 months to get my shares converted due to working with a number of brokerage telephone support agents not knowing how to process this type of request and causing things to reset by not telling me upfront all documents needed to proceed. The way ALPP issued the shares is apparently quite uncommon and as such, caused a lot of red tape. I want to save you time so you don't have to spend 5 months doing what I did! :)
If anyone is interested, I have xx,xxx Class C shares, 25% of that amount showed up in my brokerage account this morning as Class A shares. Conversion was successful!! I may or may not have cried a little. The remaining class C shares are still in my account. I will be able to convert another 25% come Sept 2023.
As far as cost goes, I had to pay my broker a small "reorganization fee" of $38, and a fee of $155 to the transfer agent, V Stock Transfer. Finally, you will need to hire an attorney (not as bad as it sounds, I paid $325 for this service) to supply an opinion letter to the Transfer Agent / Brokerage. This took about 3 days. More on that is below.
I started the process on September 6th, 2022, the day that the shares were able to start being converted. I called my broker and advised that I wanted to DWAC the shares per the ALPP Aug 2022 8K (lol). That failed 3x times until I was told that restricted shares cannot be DWAC/DRS transferred. That makes sense, as it relates to SEC rule 144. 3 major things were needed that were not clearly presented by ALPP or my broker that would have saved a lot of time.
1. Rule 144 Opinion letter, specifically:
Section 4(a)(1) Opinion for a Non-Affiliate of a Non-Reporting* Company that has previously been a shell company (not Rule 144 eligible) who has held restricted common stock for more than two years.
**do NOT supply V Stock / your broker with a standard rule 144 opinion letter, this will extend the length of your processing time as it will be rejected due to ALPP's past and due to their delinquent status with filing financial reports**
A VERY important part of this is knowing that ALPP Class C shares do NOT have individual certificate numbers allocated to each shareholder. Your attorney will ask for this, but if you advise your attorney that V Stock Transfer sent global certificates instead of direct certificates (which basically is a ledger of shareholders for the class c shares), this will help speed up the process.
2. Letter of Instruction / Intent
Your broker may require this, mine did. Basically, state when you got the shares, and what you would like to do with them (transfer shares to transfer agent to have restricted legend removed). Provide all your contact information.
3. A filled credit card authorization form provided by V Stock Transfer. Your broker may require that they have this on record.
Once you have all 3 parts, contact your broker and start the process. You'll need to make a few phone calls. A few emails. But if you come preloaded with knowledge, I imagine it will not take 5 months as it did for me. Likely, the process should take 4-6 weeks depending on where your class C shares are located.
I hope this helps! Feel welcome to contact me with any questions.
Thank you for your reply! I believe you're a class C holder based on how long you've been posting on this message board. Is this what you will be doing?
Hi all, hope everyone is having a good morning. I am looking for insight regarding my Class C share conversion that was successfully processed recently. I thank you in advance if you're able to shed some light.
As anyone that's been following these shares knows, we've been holding since Sept 2019. I've been told by my broker a few times that when the shares are converted from Class C to Class A, the tax lot would reflect the class C share holding time. In other words, the shares would be considered a long hold. Well, the Class A shares now in my account are appearing as a tax lot as of this year, implying that they're in a short-term position. This of course changes taxation if sold. Does anyone have experience with this?
Thanks again for your feedback.
Yes, well over 40k class c. Worth it to convert.
Gotcha. Thank you! I am trying to be as thorough as possible in this complicated process and would really love to understand things clearly. Being told by ALPP Investor Relations that others have converted C to A successfully makes me feel like I haven't been given the full picture. I've spent at least 14 hours on the phone with multiple parties at this point. In all this time, I've come to realize that nobody knows what they're really doing here because it is such a uncommon thing for brokers / transfer agents to deal with. The 8-k from Aug 30th really highlights that.
I just got off a 1.5 hour phone call with my broker. I was told that it can take 6 weeks to process now (how convenient that it's now 6 weeks from their website saying 2-4 weeks lol). In addition, getting the paper certificate processed and sent to me will take another 4 weeks after the rule 144 restricted legend is removed. Then conversion, then DWAC, then I can hold class A. How is it that "other class C shareholders" have gone through all of this in a matter of 2 weeks? Sept 6th was the technical first day of being able to start the process. On Sept 16th, I was told others have done all of the above and converted their shares. Seems suspect. Maybe I am just unlucky!
Side note -- I fully intend on keeping my Class A shares (after conversion) through the years as I am a full believer in the companies vision of the future. I would just like these shares to be available should I ever have an emergency or need liquidity.
I do not expect a snap of fingers to have things done. I ask these questions because the Vice Pres of Investor Relations told me 6 weeks ago that this process has been successfully completed in a 2 week window by other shareholders. It's been going on 2 months since Sept 3rd (share available for conversion). Please understand that I am being as patient as possible, my frustration is the lack of transparency. The 8-k released by ALPP on Aug 30th was half baked at best in describing the process. "DWAC the shares to VStock" is a far cry from the reality of things as outlined in my original post.
Thank you for your reply. I understand now that this is indeed the process that needs to be followed, I'm more curious if anyone has successfully been through it and had their shares converted.
Update regarding Class C Conversion Process:
Hi All, I posted over 5 weeks ago asking for help regarding class c conversion. In the time that has passed, I have been in communication with investor relations, the SEC, my broker, and the transfer agent with seemingly no end in sight. The following is the last email I received from VStockTransfer. My question is, has anyone successfully gone through this process? I have been told by Ian that people have gone through it without issue, but I am skeptical. Any feedback is appreciated!
We are in receipt of your communication with the SEC, which is reproduced below for sake of convenience. As an initial matter, while it is unfortunate that you found the 8-K confusing or misleading, we do not have any control over the company's filings. We will alert the company and perhaps they will address it. As for effecting the exchange of Class C for Class A, you will need to do the following:
1. Instruct your broker to deliver the securities along with relevant instructions for the shares to be retitled into your name. All the shares are currently held by the broker in certificate form. Keep in mind that the shares are also subject to 1933 Act restrictions. Our fees for this will be $80 (this is separate from any fees your broker charges).
2. Once the shares have been registered in your name, we can either effect the conversion into Class A Common Stock immediately or await the documents outlined in step 3 below. Such shares will remain subject to 1933 Act restrictions. As you may be aware, you are entitled to convert up to 25% of your holdings per annum. Our fees for this will be $45 (if the conversion is effected at the same time as step 3 below, these fees would be included in the fees for step 3).
3. The Class A Common Stock is DWAC eligible. However, in order to DWAC the shares, the 1933 Act restriction must first be removed. In order to do so, we will require a legal opinion setting forth the basis for removing the restriction. You are free to use your counsel of choice for this. In addition to the opinion, we will require instructions to DWAC the shares. An instruction form may be found on our website (www.vstocktransfer.com) under the "Forms" tab. Once we receive the instructions and legal opinion, your broker will need to post a DWAC request to take the shares into your account. Our fees for this will be $120 (includes all fees from step 2 if being done concurrently).
This is not fully accurate.
"Rule 144 does not require you to get a legal opinion. However, the transfer agent and issuing company will need legal opinions before removing the restrictive legend on your stock certificates. A legal opinion helps protect the transfer agent, issuer, and broker from a charge of violating the Securities Act of 1933."
Hi All,
I have been a shareholder since May 2019. I would really love any Class C shareholder's feedback on this DWAC process.
I have xx,xxx class c shares in my brokerage account that are "not DWAC compatible" because of their restricted status. DRS isn't an option either. I've talked to 3 different people at V Stock Transfer, each have given me different information until the last agent advised that ALPP requested that the shares not be DWAC eligible during their creation of Class C. This is not verbatim, but essentially what I was told.
I've talked to my broker, they have tried DWAC twice with no success. I am now at the point of needing to have my broker send me a paper certificate ($500 fee and a 2-4 week wait period before I get the cert), which I then need to send to V Stock Transfer. I've received no reply from Investor Relations via email or twitter. I cc'd them on my email thread with v stock transfer, still nothing. Is anyone else having the same issue?? The 8-k made it seem so easy "just go through the DWAC process", but there is nothing easy about this. There was nothing about paper certificates mentioned in the 8-k, and I feel like ALPP omitted important information intentionally. Perhaps this was done to prevent a run on the stock by those of us with larger positions?
My broker has suggested a $150 service where they "research" and "attempt" removal of restriction of the shares, which then could POSSIBLY be DWAC'd, but it's just a gamble at this point. Not to mention, just that process alone takes 2-4 weeks, and is subject to additional fees from the issuer of the shares. Please help me understand if I am alone in this process or if someone else is experiencing the same issue? Has anyone successfully started a DWAC of their shares, or had their class c share converted to class a?