There Are Several ways to Have the 144 Removed
Removing a restrictive legend.
Restricted stock certificates customarily bear a legend identifying them as restricted. The absence of a legend does not mean that there are no restrictions on the sale of the shares. The main purpose of a restrictive legend is to prevent you from transferring ownership in violation of securities laws or contractual agreements. Certificates bearing a restrictive legend normally will not transfer until the securities represented by your certificates have either: been sold in accordance with the applicable regulatory or contractual restrictions, or are no longer subject to regulatory or contractual restrictions. There are primarily 3 ways to remove a restrictive legend:
Rule 144
If the shares were fully paid for more than 1 year and less than 2 years ago the shareholder may qualify to sell under "Rule 144". In order to do so the following must be submitted through a broker:
1. Specific and concise transfer instructions (include names, addresses, and social security numbers) and an acceptable Medallion Signature Guarantee.
2. Form 144, as filed with the SEC
3. Broker Representation Letter
4. Seller's Representation Letter
5. Satisfactory legal opinion from an acceptable securities attorney.
6. Transfer fees of $18 per certificate issued and legend removal fees of $40 per legend removal.
Rule 144(k)
Rule 144(k) applies if the following conditions are met:
a. Shares were fully paid for 2 or more years ago.
b. The shareholder is not an affiliate of the issuer and has not been for at least 90 days.
c. The shareholder does not hold 10% of the outstanding shares and has not for the past 90 days.
Shares may be freed up under rule 144(k) by the following steps:
1. Submit the transfer with appropriate transfer instructions (include names, addresses, and social security numbers) and an acceptable Medallion Signature Guarantee (applicable only if the registered owner(s) change in any form on the face of the certificate).
2. Submit a completed 144(k) form signed by the shareholder, attesting that they are not affiliates of the company and meet the other requirements of 144(k).
3. Enclose transfer fees of $18 per certificate issued and legend removal fees of $40 per legend removal.
Registration Statement
Some companies will file a registration statement with the SEC that will enable a shareholder to sell restricted stock, provided that any unsold shares be issued back into the shareholders name with the restriction. Normally the company will inform all shareholders that are affected by the registration statement, but it may be worth the time to call the company's investor relations department directly to find out if a registration statement has been filed, or will be filed.
Please note: The cost to remove a restrictive legend from a stock certificate is $40.00. In addition, the fee to reissue a certificate is $18.00 per certificate issued. Please include the appropriate payment when you send your certificate.
End of Statement---
Solon Says----There are even adversarial ways to have the legend removed---I had to do it once with a company I founded and took public but the underwriter was trying to keep me from selling ANY shares but Schwab regulatory Compliance group took care of it for me. Once the legend is removed the stock is like all other trading stock of its class. During the feeding frenzy is a neat time to buy some shares----the sky is falling---fall on me.
A World Series Champion Fan!
Best to my Grieving """Other Club""" Fans
AI
