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Cutting Corners

01/03/08 12:46 PM

#16363 RE: j$tops #16362

Yep, if the securities are restricted.

A form that must be filed with the SEC when an executive officer, director, or affiliate of a company places an order to sell that company's stock. Also known as Rule 144.

There are five basic requirements fill in order to sell under 144:

1. The form must be filed properly.
2. Adequate current public information must be available. For example, required reports such as the 10K and 10Q forms must have been filed with the SEC.
3. Volume limitations have to be met. One limitation is the sale must not be greater than 1% of outstanding shares.
4. The transaction must be made by a stockbroker in accordance with certain procedures and rules.
5. If the securities are restricted, then they cannot be sold until one year after the date the affiliate paid the entire purchase price.


liketotravel

01/03/08 4:01 PM

#16377 RE: j$tops #16362

According to the new SEC rules, it looks to be more like 6 months. Looks as though Nia didn't waste any time after the rule change either. LT

SEC Adopts Significant Changes to Rule 144

December 20, 2007

On December 6, 2007, the SEC published final rules revising Rule 144 under the Securities Act of 1933, which regulates the resale of restricted securities and securities held by affiliates. The amendments to Rule 144, among other things:
• shorten the holding period for affiliate and non-affiliate holders of restricted securities of SEC-reporting companies to six months, subject to certain conditions.
• permit unlimited resale by non-affiliate holders of restricted securities:
• by complying only with the current public information condition for resale of restricted securities issued by SEC reporting companies made after the six-month holding period; and
• without complying with any Rule 144 conditions for resale of restricted securities issued by both SEC reporting and non-reporting companies made after a one-year holding period.
• permit resale of equity securities by affiliates that meet certain conditions through riskless principal transactions and brokers’ transactions in which the broker has published bid and asked quotations for the security in an alternative trading system.
• eliminate the manner of sale conditions and ease the volume limitations for resale of debt securities by affiliates.
• increase the thresholds that trigger the Form 144 filing requirement to 5,000 shares or $50,000.

The SEC did not adopt previously proposed provisions relating to the tolling of holding periods in connection with hedging transactions.
The amendments will become effective on February 15, 2008, and will apply to securities acquired before or after that date.

http://www.chadbourne.com/clientalerts/2007/144changes/