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Re: Telephonics post# 461

Thursday, 12/01/2005 10:40:25 PM

Thursday, December 01, 2005 10:40:25 PM

Post# of 10217
Re: Form 144 selling. I found the answer to one question. I believe that the Form 144 seller must wait at least one year before selling any unregistered shares:

http://www.insiderinsights.com/form144.php

"Exemption from registering the shares doesn't necessarily mean holders have carte blanche to trade as they please, however. If there are less than 500 unregistered shares to be sold, and the total value of the shares is less than $10,000, they can be sold at will. But if both of these minimums are not met, the SEC's Rule 144 holds up numerous hoops for sellers of unregistered shares to jump through. These requirements aren't nearly as onerous as registering the shares, but they are enough to make sure that a company doesn't undertake a "stealth" offering of its shares by issuing them in dribs and drabs.

The conditions Rule 144 lays out are as follows.
1) The unregistered shares have to have been held by the selling party for at least one year. It was originally two years, but the SEC lessened the holding period with a 1990 rule change.
2) The sale must be made through a brokerage firm.
3) There must be information freely available to the public about the issuer of the securities.
4) The number of shares being sold cannot represent more than 1% of the issuer's shares outstanding, and also must be less than the average weekly trading volume of the shares over the preceding four calendar weeks.
If these criteria are met, a person may file a Form 144 with the SEC giving notice of their intent to sell a specified number of unregistered shares within the next three months.

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