More HOOPS. Looks like I'm gonna get zip out of the whole deal:
We have received 200,000 shares of US SUSTAINABLE ENERGY and 10,000 shares of COMPETITIVE COMPANIES for deposit to your TD Ameritrade account ending 5019. This email is to inform you that your shares can not be fully deposited into your account because they have not been registered under the Securities Act of 1933. Your stock was most likely exempt from registration under Rule 144 of the Act, and is commonly called ?144 Restricted Stock?. In addition, we had to put the stock into your individual account ending 8077 because the stock is registered in your name and not the corporation's name.
The rest of this email provides information on the requirements for you to sell your stock pursuant to Rule 144. The 144 restriction is typically indicated by a stamp onto the back of the certificate, and may only mention that the shares have not been registered. If you think your securities are restricted under another rule, please contact the TD Ameritrade restricted stock department at 1-888-723-8504, Option 7
Rule 144, promulgated by the Securities and Exchange Commission (SEC) under the 1933 Act, permits, under limited circumstances, the sale of restricted securities without registration. In addition to restrictions on the minimum length of time for which such securities must be held and the maximum volume permitted to be sold, the issuer must agree to the sale. Often, the issuer requires a legal opinion be given indicating that the resale complies with the rule. This is usually written by the corporate council of the issuing company.
Under Rule 144, the SEC regulations differ based on your affiliate status with the issuing company. I have attached that appropriate paperwork for a Non Affiliate. If you think you may be an Affiliate of the issuing company, or do not know, the attached paperwork will not work. Please contact the restricted stock department so we can provide alternate paperwork. You can also visit the SEC website at www.sec.gov for more information regarding Rule 144 and affiliate definitions.
The first thing you need to do is make sure you have the required amount of cash in your account The TD Ameritrade requirement for Rule 144 Non-Affiliate processing is a minimum of $500 in cash available for withdrawal. This is to cover the TD Ameritrade charge of $50 and any pass-through fees that could apply, including any certificate breakdown fees from the transfer agent and legal opinion charges from the Corporate Council. Legal Opinions typically cost $250, but can be higher. We will notify you if the legal opinion charge is higher than $300.
If you are a Non-Affiliate of the Issuer, please complete the attached packet of information and return it to us. After we review your paperwork, we will send a request for a legal opinion, based on the contact you provide on the questionnaire. Upon receipt of the legal opinion, we will then send the certificate to the transfer agent to have the restriction removed. Normal processing time upon receipt of your paperwork is about 2 weeks, but can run as long as four weeks. Be advised that you can not sell your stock until the whole process is complete. Also be advised that clearing a restricted certificate is subject to the discretion of TD Ameritrade, the Issuer, Corporate Council and the transfer agent. Merely, sending in your paperwork is no guarantee you can sell your stock.
Attached you will find:
-Restricted Stock Handling Guidelines, Non-Affiliate - This document is a reference and fact sheet for you to review and keep. Please review thoroughly, and feel free to contact the Safekeeping department with any questions. You do not need to return this to us.
-Rule 144 Client Pledge, Non-Affiliate ? This document is required to be completed by all shareholders listed on the certificate. Please read each statement carefully and check all that apply. We need the original form with your signature in ink. This form needs to be mailed to the address listed on the top of the form.
-Restricted-Stock Questionnaire ? This document will provide our restricted stock processors with additional information that will make the process go quickly and efficiently in accordance with SEC regulations. Please be sure to provide the corporate attorney contact information. In most cases a legal opinion needs to be requested on your behalf.
If the appropriate documents are not provided to TD Ameritrade, the securities are subject to being returned to you after thirty days of receipt to the address on record. At this time we do not provide long term safekeeping.
If you have any additional questions or if you think your securities are restricted under any other rule, please contact the Reorganization and Safekeeping department at 888-723-8504, Option 7. We are available Monday ? Friday, 9:00 AM ? 5:30 PM ET.
Sincerely,
Steve Vokal
Restricted Trading Desk
TD Ameritrade, Division of TD Ameritrade, Inc.
Phone: 1-888-723-8504, Option 7
If you have any questions and wish to contact us via e-mail, please log into your account and send your inquiry using the "E-mail Us" link, which can be found in the navigation bar at the left side of any page within your account. Select the Reorganization & Dividend Inquiry Form.
Reorganization and Safekeeping
TD AMERITRADE, Division of TD AMERITRADE, Inc.
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