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Tuesday, 06/16/2020 10:44:06 PM

Tuesday, June 16, 2020 10:44:06 PM

Post# of 6773
Rule 10b5-1 For Dummies:

But first, a word from Zac taken from the conference call:

So, there's a couple of points I'll make right off the bat, and one is your totals are incorrect. That's one.

Yep, that's one! Terse. Nothing rude there. These guys hate facts and math. I think what he was wanting from you, Zac, was for you to get down on your knees, apologize, kiss his feet, and then compensate him for the losses on the risk he voluntarily chose to take, as well as punitive damages in his head.

Yeah, yeah, I know. I'm not saying he's rational. I'm just saying...

And the second point is, simply over the five years since Scott and I have founded the Company, we retained more than 98% of our total shareholding.

He opens himself up to falsification. Anyone want to try to falsify that claim?

So, that has nothing to do with where the share price is right now. And so, there's been a 10b5 program in place for very small shares of insiders over time, but nothing in the magnitude that you've been talking about, that you just mentioned

That's three! Some people are just tone deaf AND rude. Sorry, about that, Zac. Don't look at me!! I didn't train them!


https://www.investopedia.com/terms/r/rule-10b5-1.asp

How the Rule Works
For insiders to enter into a Rule 10b5-1 plan, they must not have any access to MNPI regarding anything about the company as well the company’s securities. To be valid, the plan must follow three distinct criteria:

1. The price and amount must be specified (this may include a set price) and certain dates of sales or purchases must be noted.

2. There must be a formula or metrics given for determining the amount, price, and date.

3. The plan must give the broker the exclusive right to determine when to make sales or purchases as long as the broker does so without any MNPI when the trades are being made.


https://www.jdsupra.com/legalnews/answers-to-common-questions-about-rule-47941/

What are the elements of a Rule 10b5-1 plan?

A Rule 10b5-1 plan provides an affirmative defense only if the following elements are met:

the plan was entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;

the plan was adopted at a time when the person trading was not aware of any material non-public information;

the terms of the plan specified the amount, pricing (such as trigger price if applicable), and date of the transaction(s) (or included a written formula, algorithm, or computer program for determining the amount, pricing, and date);

the person trading under the plan did not exercise any subsequent influence over how, when, or whether to make purchases or sales;

and the purchase or sale was made pursuant to the plan.

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