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Re: sevenOdouble post# 75062

Saturday, 10/27/2012 2:21:15 PM

Saturday, October 27, 2012 2:21:15 PM

Post# of 97615
No it's not read it fully, as it discuss the private subsidiary issuing shares. The exemption only applies to specific entities none of which are shareholders of the public company.

Because it has become increasingly commonplace to sell stock of a private subsidiary to employees of a parent or affiliate subsidiary, and because these transactions retain the envisioned compensatory character, we have implemented our proposal to expand exemption coverage to sales to employees of majority-owned subsidiaries of the issuer's parent (i.e. , brother-sister subsidiaries).42

We also have adopted our proposal that Rule 701 should be available for sales, such as option exercises, by family donees of compensatory securities and transferees who receive these securities in divorce proceedings. Rule 701 is now available for immediate family members who have acquired such securities through a gift or a domestic relations order. For this purpose "family member" is defined as in Form S-8 to include any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee), a trust in which these persons have more than a fifty percent beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests. This provision is consistent with the treatment of transferable securities under Form S-8. 43