Bancorp International Group Inc (fka BCIT)

[karbin12]

Hmmm...


5. Resale Status of Securities Received in a Transaction Exempt From Securities Act Registration Pursuant to Section 3(a)(10)
In the Division's view, holders must resell securities received in Section 3(a)(10)-exempt exchanges in the manner permitted by Securities Act Rule 145(c) and (d).31 These Rule 145(c) and (d) resale limitations apply only to holders that were affiliates of any party to the exchange at the time of the Section 3(a)(10)-exempt sale.

Generally, Rule 145(d) provides three appropriate methods for unregistered resales by these holders:


resales that meet all of the Rule 144 requirements, except for the holding period and notice filing requirements (Rule 145(d)(1));

resales by persons who are not affiliates of the issuer and have held the securities for at least one year from the date of the Section 3(a)(10)-exempt transaction without regard to Rule 144, except for the current public information requirement (Rule 145(d)(2)); and

resales by persons who are not, and for the last three months have not been, affiliates of the issuer and have held the securities for at least two years from the date of the Section 3(a)(10)-exempt transaction without regard to Rule 144 (Rule 145(d)(3)).
It is the Division's view that securities received in a Section 3(a)(10)-exempt transaction may be resold in the following manner:

1. Persons may resell their Section 3(a)(10) securities without regard to Rules 144 or 145(c) and (d) if they:
a) are not affiliates of any party to the transaction before the transaction;
and
b) are not affiliates of the issuer of the Section 3(a)(10) securities after the transaction.
2. Persons may resell their Section 3(a)(10) securities in the manner permitted by Rule 145(d)(1), (d)(2), or (d)(3) if they:
a) are affiliates of any party to the transaction before the transaction;
but
b) are not affiliates of the issuer of the Section 3(a)(10) securities after the transaction.32
3. Persons may resell their Section 3(a)(10) securities in the manner permitted by Rule 145(d)(1) if they:
a) are affiliates of any party to the transaction;
and
b) are affiliates of the issuer of the Section 3(a)(10) securities after the transaction.
The resale provisions of Rule 145(d)(2) or (d)(3) would not be available to this third group because Rule 145(d)(2) and Rule 145(d)(3) are not available to affiliates of the issuer of the Section 3(a)(10) securities.