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Re: UnderR8D post# 106797

Sunday, 04/18/2010 12:49:52 PM

Sunday, April 18, 2010 12:49:52 PM

Post# of 179214
What are the basic requirements of Rule 144?
There are five basic requirements of Rule 144, although
not all requirements apply to every sale, as discussed
below:
Current public information. Specified current
information concerning the issuer must be
publicly available. See "Rule 144(c) - Current
Public Information Requirement."
Holding period. A six-month holding period is
required for "restricted securities" of an issuer
that has been a reporting company for at least 90
days. A one-year holding period is required for
"restricted securities" of a non-reporting
company. See "Rule 144(d) - Holding Period
Requirement" and "What are restricted
securities?"

Volume limitation. The amount of securities that
can be sold in any three-month period for listed
companies is limited to the greater of (i) one
percent of the shares or other units of that class
outstanding, or (ii) the average weekly trading
volume during the four calendar weeks
preceding the filing of a Form 144, or if no such
notice is required, the date of receipt of the order
to execute the transaction. The amount of
securities that can be sold in any three-month period for companies with over-the-counter, or
OTC, securities is limited to one percent of the
shares or other units of that class outstanding.
See "Rule 144(e) - Limitation on Amount of
Securities Sold." Rule 144 also has an alternative
volume limit of up to 10% of the tranche (or
class) outstanding for debt securities.
Manner of sale. Equity securities (but not debt
securities) must be sold in unsolicited "brokers'
transactions," directly to "market makers," or in
"riskless principal transactions." See "Rule 144(f)
and (g) - Manner of Sale Requirements."
Notice of sale. The seller must file a Form 144 with
the SEC at the time the sell order is placed with
the broker if the seller is an affiliate and intends
to sell during any three-month period more than
5,000 shares or securities with a value in excess of
$50,000. See Rule 144(h).


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