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Monte_Cristo

01/14/18 10:09 AM

#40914 RE: Ralph1966 #40913

It can be a tedious task. You have to look at the conversion terms of the existing notes that are due (and also ensure there are none that allow for conversion before maturity; again, you have to check the language). IMO, most of the notes will contain a specific clause that prevents the note holder (i.e. the lender) from converting shares to the point where they become owners of 5% or more of OMVS. At that point, they become "beneficial owners" under Rule 144 and are subject to limitations on how many shares they can trade. This is not a situation the note holder wants to get into. The note holder is still restricted by this 5% maximum conversion language in the terms of the note because of section 240.13d-3 of the Securities Act which says:

A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b) of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d-3(a) (§ 240.13d-3(a)) within sixty days, including but not limited to any right to acquire: (A) Through the exercise of any option, warrant or right; (B) through the conversion of a security;

This portion of the Securities Act leaves the note holder open to becoming a Rule 144 filer if he has the ability to convert shares that make him 5% owner, even if he doesn't actually convert those shares. The only thing that restricts his ability is the language in the agreement with OMVS that prevents him from ever converting enough shares to make him 5% owner (that's why that language in the agreement is basically required for the note holder).

So, you have to keep in mind that these note holders are restricted in how much they will actually convert. They want to stay under 5% ownership at any one time. I would ignore the silly comments that suggest that we'll be hit with an avalanche of new shares in the O/S.


Keeping that in mind, you then look at the daily trading volume since the last known O/S (which is found in the filings), then look for the presence of dilutive MMs, then look for any abnormal/unexplained spikes in volume, etc. You can come up with a pretty good guess by the end of it all.

Either way, the O/S will be in line with what most people's reasonable expectations are.

$$$ OMVS $$$