Skip to main content

Posts

Showing posts with the label rule 144

What is restricted stock?

Restricted stock or restricted securities is unregistered stock that is not fully transferable until certain conditions are met and they must be traded in compliance with SEC regulations. After the conditions are met stock is no longer restricted and it becomes transferable.  Restricted stocks are often given to employees as a compensation that typically become transferable after certain conditions are met like continued employment for a period of time before vesting or achievement in particular product-development milestones, earning per share goals or other financial targets. Restricted stock is also given to corporate insiders like directors and executives, often after merger and acquisition, underwriting and affiliate ownership  to prevent early selling of stock that could negatively affect the company. Corporate affiliates can also lose the right on stock if they leave the company, fail to meet certain performance goals or break SEC trading restriction rules. Con...

Rule 144 - sale of unregistered securities

Selling restricted or control shares is not an easy task. Securities and Exchange Commission has enforced Rule 144 that set conditions under which restricted, unregistered and control shares can be sold or resold. This type of sale is very close to interest of the issuing company so SEC demands that those type of securities be registered. Under Securities Act of 1933 all securities must either be registered with SEC or be exempt from registration requirements. Rule 144 provides exemption that allows the resale of unregistered securities in public stock market if a number of conditions are met. Even if you meet requirements transfer agents needs to remove the restrictive  legend so the sale will be possible. Investor usually acquire those types of shares through private placement or stock benefit plans offered by their employee. Restricted stock are nontransferable shares of ownership in a corporation, usually issued as a compensation, stock benefits plan, in exchange for pr...