marketbear, please tell me what you want me to "read-up" on and where to find it. You are really kicking a dead horse. I suggest to you that you learn what classes of shares the SEC allows companies to raise capital with through a public offering of shares. Those are common shares, not preferred. Common shares are what can be legally offered to the public to raise capital. An "IPO" is the intial public offering of these shares. Generally beneficial owners in the company, and the firm underwriting the IPO, get these shares. On top of that, the beneficial owners privately negotiate a deal for preferred shares. There is a "sale agreement" written up for these shares. In that agreement the restrictions to sell are defined. If the preferred shares are convertible to common, after the restriction has been met, a form 3 and an S-3 are filed to meet rule 144(k). The legend on the stock can only be removed in this process. Then the preferred is exchanged for common that can be sold into the market.
If you believe there is another way the SEC allows and that one can sell restricted preferred unregistered shares in the open market please give me a link. I'd love to see it. Until then, I'll stick with how things are done in the real world.
