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jazz710

07/19/12 2:26 AM

#45995 RE: first mike #45994

Hey, everyone needs a salary. There's always something to be said for timing however. I don't think it's a conspiracy or an abandon-ship, just doesn't really make sense to sell before news if news is imminent...
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es1

07/19/12 10:30 AM

#46010 RE: first mike #45994

Manshoon and I tried, a while back, to find form 4 filings for the stock sold by Kim T. but could not.
What we did find was these form 144s which announce an intention to sell stock but such intention is not irrevocable



Mike Form 144 is for selling restricted or control shares. They are totally different from a form 4 for insiders. This is why you did not find a form 4. You wont find a fom 3 or 5 for Kim either because his shares are not just insider shares. There are a lot of different restrictions on a 144 vs 4 filing.

The amount of
securities that can be sold in any three-month
1
period for companies with over-the-counter, or
OTC, securities is limited to one percent of the
shares or other units of that class outstanding.
See "Rule 144(e) - Limitation on Amount of
Securities Sold." Rule 144 also has an alternative
volume limit of up to 10% of the tranche (or
class) outstanding for debt securities.

• Manner of sale. Equity securities (but not debt
securities) must be sold in unsolicited "brokers'
transactions," directly to "market makers," or in
"riskless principal transactions." See "Rule 144(f)
and (g) - Manner of Sale Requirements."

• Notice of sale. The seller must file a Form 144 with
the SEC at the time the sell order is placed with
the broker if the seller is an affiliate and intends
to sell during any three-month period more than
5,000 shares or securities with a value in excess of
$50,000. See Rule 144(h).

Which securities are subject to Rule 144?
Restricted securities and control securities are subject to
Rule 144. For purposes of Rule 144, "securities" include
common stock, preferred stock, and debt securities, and
the term "debt securities" includes asset-backed
securities and nonparticipating preferred stock.


What are restricted securities?
Restricted securities are securities that have been
acquired in transactions exempt from the registration
requirements of Section 5 of the Securities Act.
Restricted securities include, among other things, stock
issued prior to an issuer's initial public offering; stock
issued in private placements by the issuer or issuer
securities acquired privately from affiliates of the issuer;
securities issued in Rule 144A transactions; and equity
securities of domestic issuers acquired from the issuer, a
distributor, or any of their respective affiliates in a
transaction subject to the conditions of Rule 901 or Rule
903 of Regulation S.


Control securities are securities owned by any person
who directly or indirectly controls the issuer-either
alone or as a member of a control group. The SEC uses
the term "affiliate" to describe such a control person