FITX Discussion 08/18/2014 06:27:13 $FITX
To Matt Finston,
This whole thread began with a poster claiming that Chabaan could sell his shares through a broker without filing a 144 form with the SEC. That resulted in my question.
It looks like you've affirmed that Chabaan's sales have to be filed on Form 144s with the SEC. So, we should be able to see those sales on the SEC site. Is that not correct?
IGRW. Fred V. Schiemann who is CEO had shares that were held for 1 year. He hasn't filed a form 144. So technically those shares are still restricted. If he wants to sell, he has to file a form 144.
Quote:
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.
If it isn't clear for you now, I don't think it will ever be clear. It is plain language. I mean no offense by that. Rather than posting to iHub why don't you do a little research for yourself?
Clear as Mud!!
Sple question: where does it say that pubic company personnel don't have to file 144 Forms with the SEC when selling stock ???
And for people who don't actually want to read that, I'll summarize. You don't have to file a form 144 unless you want to sell your securities. Only affiliates have to file a form 144. nonaffiliated can sell after 1 year without filing a form 144. You can sell a maximum 1% of the total outstanding common stock. Let's say there are 100 insiders with restricted shares (fitx has roughly 31), than theoretically every restricted share can be dumped within a 3 month period. We are talking about NON-REPORTING COMPANIES. Remember: you have to file a form 144 even if you are non-reporting, otherwise you CAN'T sell your shares...
There's absolutely no law that says you MUST file a form 144 even if you don't want to sell shares. That is misinformation.
For example, I have been doing some research on IGRW because of the two companies have overlapping insiders on the restricted share list: JW financial, Chaaban, Stohlman, Richardson etc. to my knowledge, Schiemann (although an affiliate) has not filed a form 144 even though he could technically sell his restricted shares.
To recap: you don't have to file a form 144 unless you intend to sell. filing a form 144 basically removes the restricted legend from your shares and lets you freely sell them in the market.
And if you don't sell them, you have to file an amended form saying that those shares have not been sold.
Misinformation is a terrible thing.
Quote:
Rule 144: Selling Restricted and Control Securities
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
What Are Restricted and Control Securities?
Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.
Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.
If you acquire restrictive securities, you almost always will receive a certificate stamped with a "restrictive" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. Certificates for control securities usually are not stamped with a legend.
What Are the Conditions of Rule 144?
If you want to sell your restricted or control securities to the public, you can meet the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But the resale of an affiliate's shares as control securities is subject to the other conditions of the rule.
Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.
Current Public Information. There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Ordinary Brokerage Transactions. If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
Filing a Notice of Proposed Sale With the SEC. If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months of filing the notice and, if the securities have not been sold, you must file an amended notice.
If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With?
If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above. If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.
To begin the legend removal process, an investor should contact the company that issued the securities, or the transfer agent for the securities, to ask about the procedures for removing a legend. Removing the legend can be a complicated process requiring you to work with an attorney who specializes in securities law.
What If a Dispute Arises Over Whether I Can Remove the Legend?
If a dispute arises about whether a restrictive legend can be removed, the SEC will not intervene. Removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
you are welcome.
Be well.
substitute bars for trees and fence posts and ....
club fed vacation.
To Newmedman FILING 144 FORMS
The SEC site clearly states that all public company personnel MUST file PUBLIC 144 forms, regardless of whether or not the company is an SEC reporting company.
So, I don't understand your point about how the sale would not be filed with the SEC and only the broker would know about it.
Can you please elaborate on this. Thanks
lol. Thank you.
two guys walked into a bar...
kind of funny, since you would think the second guy would have ducked before he bought this story and not walked into the bar..
ChabZ...
lol.
Quote:
Humor me.
stationary object. bar
get it?
dude or chick,
this is incredible billshirt.
the likes I have never seen before.(I admit I'm just learning)
Let it go and know that it is fire if you play.
He's dead like Fred before he starts....
Where's the water Bill?
I would love to. However, I'm not obligated to do so.
I will tell you that I agree with your opinion on FITX and Bill 'Bahige' Chabaan. No need to get your undies in a wad.
The hvac system, electrical components, and install would run about 150k, or more. That's not including growing equipment or maintenance. Our electricity bill was 5k/mo. The grow equipment is another 100k min for a place that large, maybe 300. Then you have to buy clones, and find pro growers willing to split the profits. Even if they found someone, they would still only see about 75% of the take. The rest will always be impossible to account for and sold black market.
Humor me.
Also, why does it say that "Bill Bahige Chaaban, Chairman of the Board"
As if you didn't already know.
Probably because John didn't want shares as a salary? Lol
Missy
It was on the tweetie pie months ago.
months have passed.
still selling the same lie.
hope they don't get caught.
I deleted that tweet at Bil's request:
Quote:
Matt, Ive told you before about posting my home address on twitter. You are putting the safety of my children at risk. I don't care what you post but you are putting my family in harms way. Erase the address and phone number.
I've heard from other sources that his "kids" are over the age of 18, but I obliged his request nonetheless.
But I reposted it with his address blocked out.
Also, why does it say that "Bill Bahige Chaaban, Chairman of the Board"
https://twitter.com/matt_finston/status/501187425147056128
stinky fart in the wind.
Bill had no problem posting the WolfofWallSt personal information... Oh but now this is Bill so it matters?? LMAO
Missy
To Matt Finston,
This whole thread began with a poster claiming that Chabaan could sell his shares through a broker without filing a 144 form with the SEC. That resulted in my question.
It looks like you've affirmed that Chabaan's sales have to be filed on Form 144s with the SEC. So, we should be able to see those sales on the SEC site. Is that not correct?
IGRW. Fred V. Schiemann who is CEO had shares that were held for 1 year. He hasn't filed a form 144. So technically those shares are still restricted. If he wants to sell, he has to file a form 144.
Quote:
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.
If it isn't clear for you now, I don't think it will ever be clear. It is plain language. I mean no offense by that. Rather than posting to iHub why don't you do a little research for yourself?
Clear as Mud!!
Sple question: where does it say that pubic company personnel don't have to file 144 Forms with the SEC when selling stock ???
And for people who don't actually want to read that, I'll summarize. You don't have to file a form 144 unless you want to sell your securities. Only affiliates have to file a form 144. nonaffiliated can sell after 1 year without filing a form 144. You can sell a maximum 1% of the total outstanding common stock. Let's say there are 100 insiders with restricted shares (fitx has roughly 31), than theoretically every restricted share can be dumped within a 3 month period. We are talking about NON-REPORTING COMPANIES. Remember: you have to file a form 144 even if you are non-reporting, otherwise you CAN'T sell your shares...
There's absolutely no law that says you MUST file a form 144 even if you don't want to sell shares. That is misinformation.
For example, I have been doing some research on IGRW because of the two companies have overlapping insiders on the restricted share list: JW financial, Chaaban, Stohlman, Richardson etc. to my knowledge, Schiemann (although an affiliate) has not filed a form 144 even though he could technically sell his restricted shares.
To recap: you don't have to file a form 144 unless you intend to sell. filing a form 144 basically removes the restricted legend from your shares and lets you freely sell them in the market.
And if you don't sell them, you have to file an amended form saying that those shares have not been sold.
Misinformation is a terrible thing.
Quote:
Rule 144: Selling Restricted and Control Securities
When you acquire restricted securities or hold control securities, you must find an exemption from the SEC's registration requirements to sell them in a public marketplace. Rule 144 allows public resale of restricted and control securities if a number of conditions are met. This overview tells you what you need to know about selling your restricted or control securities. It also describes how to have a restrictive legend removed.
What Are Restricted and Control Securities?
Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities.
Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands.
If you acquire restrictive securities, you almost always will receive a certificate stamped with a "restrictive" legend. The legend indicates that the securities may not be resold in the marketplace unless they are registered with the SEC or are exempt from the registration requirements. Certificates for control securities usually are not stamped with a legend.
What Are the Conditions of Rule 144?
If you want to sell your restricted or control securities to the public, you can meet the applicable conditions set forth in Rule 144. The rule is not the exclusive means for selling restricted or control securities, but provides a "safe harbor" exemption to sellers. The rule's five conditions are summarized below:
Holding Period. Before you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. But the resale of an affiliate's shares as control securities is subject to the other conditions of the rule.
Additional securities purchased from the issuer do not affect the holding period of previously purchased securities of the same class. If you purchased restricted securities from another non-affiliate, you can tack on that non-affiliate's holding period to your holding period. For gifts made by an affiliate, the holding period begins when the affiliate acquired the securities and not on the date of the gift. In the case of a stock option, including employee stock options, the holding period begins on the date the option is exercised and not the date it is granted.
Current Public Information. There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. For non-reporting companies, this means that certain company information, including information regarding the nature of its business, the identity of its officers and directors, and its financial statements, is publicly available.
Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Ordinary Brokerage Transactions. If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities.
Filing a Notice of Proposed Sale With the SEC. If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. The sale must take place within three months of filing the notice and, if the securities have not been sold, you must file an amended notice.
If I Am Not an Affiliate of the Issuer, What Conditions of Rule 144 Must I Comply With?
If you are not (and have not been for at least three months) an affiliate of the company issuing the securities and have held the restricted securities for at least one year, you can sell the securities without regard to the conditions in Rule 144 discussed above. If the issuer of the securities is subject to the Exchange Act reporting requirements and you have held the securities for at least six months but less than one year, you may sell the securities as long as you satisfy the current public information condition.
Can the Securities Be Sold Publicly If the Conditions of Rule 144 Have Been Met?
Even if you have met the conditions of Rule 144, you can't sell your restricted securities to the public until you've gotten the legend removed from the certificate. Only a transfer agent can remove a restrictive legend. But the transfer agent won't remove the legend unless you've obtained the consent of the issuer—usually in the form of an opinion letter from the issuer's counsel—that the restrictive legend can be removed. Unless this happens, the transfer agent doesn't have the authority to remove the legend and permit execution of the trade in the marketplace.
To begin the legend removal process, an investor should contact the company that issued the securities, or the transfer agent for the securities, to ask about the procedures for removing a legend. Removing the legend can be a complicated process requiring you to work with an attorney who specializes in securities law.
What If a Dispute Arises Over Whether I Can Remove the Legend?
If a dispute arises about whether a restrictive legend can be removed, the SEC will not intervene. Removal of a legend is a matter solely in the discretion of the issuer of the securities. State law, not federal law, covers disputes about the removal of legends. Thus, the SEC will not take action in any decision or dispute about removing a restrictive legend.
you are welcome.
Be well.
substitute bars for trees and fence posts and ....
club fed vacation.
To Newmedman FILING 144 FORMS
The SEC site clearly states that all public company personnel MUST file PUBLIC 144 forms, regardless of whether or not the company is an SEC reporting company.
So, I don't understand your point about how the sale would not be filed with the SEC and only the broker would know about it.
Can you please elaborate on this. Thanks
lol. Thank you.
two guys walked into a bar...
kind of funny, since you would think the second guy would have ducked before he bought this story and not walked into the bar..
ChabZ...
lol.
Quote:
Humor me.
stationary object. bar
get it?
dude or chick,
this is incredible billshirt.
the likes I have never seen before.(I admit I'm just learning)
Let it go and know that it is fire if you play.
He's dead like Fred before he starts....
Where's the water Bill?
I would love to. However, I'm not obligated to do so.
I will tell you that I agree with your opinion on FITX and Bill 'Bahige' Chabaan. No need to get your undies in a wad.
The hvac system, electrical components, and install would run about 150k, or more. That's not including growing equipment or maintenance. Our electricity bill was 5k/mo. The grow equipment is another 100k min for a place that large, maybe 300. Then you have to buy clones, and find pro growers willing to split the profits. Even if they found someone, they would still only see about 75% of the take. The rest will always be impossible to account for and sold black market.
Humor me.
Also, why does it say that "Bill Bahige Chaaban, Chairman of the Board"
As if you didn't already know.
Probably because John didn't want shares as a salary? Lol
Missy
It was on the tweetie pie months ago.
months have passed.
still selling the same lie.
hope they don't get caught.
I deleted that tweet at Bil's request:
Quote:
Matt, Ive told you before about posting my home address on twitter. You are putting the safety of my children at risk. I don't care what you post but you are putting my family in harms way. Erase the address and phone number.
I've heard from other sources that his "kids" are over the age of 18, but I obliged his request nonetheless.
But I reposted it with his address blocked out.
Also, why does it say that "Bill Bahige Chaaban, Chairman of the Board"
https://twitter.com/matt_finston/status/501187425147056128
stinky fart in the wind.
Bill had no problem posting the WolfofWallSt personal information... Oh but now this is Bill so it matters?? LMAO
Missy
