FAQ

Rule 144 – Restricted Stock Frequently Asked Questions:

Answers to frequently asked questions are based on general information regarding revised Rule 144.  Please contact us to discuss the specifics of your shares.  For more precise assistance, fax or email a copy of the certificate(s).

If you have acquired restricted securities and want to sell or have the restrictive legend permanently removed from your stock certificate, you may need to make special efforts to show that the shares are exempt from registration.  When certain conditions are met, Rule 144 allows for the resale of restricted securities.  A legal opinion letter is required by the issuer’s transfer agent before relief under Rule 144 may be allowed.

Question: When can I sell under Rule 144?

Answer: Rule 144 is available shareholders once the following conditions are met:

Shareholder from a Non-Shell Issuer

Six-Month Holding Period:

• The holder acquired and fully paid for the shares over six months ago;
• The issuer has been subject to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) for at least 90 days and is current in its reporting requirement; and
• The Holder is not and has not been during the preceding three months an officer, director, or 10% shareholder of the issuer and during the said period have not been an “affiliate” of the issuer within the meaning of Rule 144(a)(1).

One-Year Holding Period:

• The holder acquired and fully paid for the shares over one year ago;
• The issuer has current public information as defined in Rule 15c2-11 of the Exchange Act; and
• The Holder is not and has not been during the preceding three months an officer, director, or 10% shareholder of the Company and during the said period have not been an “affiliate” of the Company within the meaning of Rule 144(a)(1).

Shareholder from a Former Shell Issuer

• The holder acquired and fully paid for the shares over six months ago;
• The company has ceased to be a shell company;
• The former shell is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
• The former shell company has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the company was required to file such reports);
• One year has elapsed for the time of filing the Form 10 type information; and
• The Holder is not and has not been during the preceding three months an officer, director, or 10% shareholder of the Company and during the said period have not been an “affiliate” of the Company within the meaning of Rule 144(a)(1).

Note: Affiliate will also be subject to quantity limitations.

Question: Who removes the Legend?

Answer: Issuer’s transfer agent performs this function.  The transfer agent will not remove the restrictive legend from the certificate unless you have obtained legal opinion letter from a licensed attorney.

Question: How long does it take to complete Rule 144 legal opinion?
Answer: 144Opinions.com usually completes legal opinions within three business days from the receipt of all required information from the shareholder.  Contact your broker regarding the processing time from completion of required documentation until the time the package is delivered to the transfer agent.  Most transfer agents address transfer requests “first-come first-serviced” and many offer “urgent service” requests, though may require an addition fee for such.  If your matter is urgent, you may request all “mail” be sent “express delivery” and request the same from the agent – additional costs may be applied by all parties.

Question: Who pays the cost of service?
Answer: In most cases the shareholder pays the cost of service.

Question: Can we work with any U.S. public corporation?
Answer: Yes, we can assist any shareholder who has shares in a U.S. public corporation.

Question: How is billing done?
Answer: Payment for services is completed at the time service is ordered by the shareholder.  We accept Visa, MasterCard, American Express, and Discover credit cards, checks, and wire transfers

Question: How do I get started?

Answer: You may contact us by phone, email or fax.  Please provide you contact information.  Our contact information is below:
Toll Free:  866-514-4144 – ext. 251
Phone: 949.788.8900 – ext. 251
Fax: 949.788.8980
E-Mail: 144Opinions@Oswald-Yap.com
16148 Sand Canyon Ave
Irvine, CA 92618
There is no charge for a consultation.

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