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Strategies & Market Trends : Shorting stocks: Mechanical aspects

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To: Q. who wrote (17)6/12/1997 8:52:00 PM
From: George McMeen   of 172
 
Rule 144 (defined)

I found this in the Pharmhouse Corp S-3/A filed June 11th.

"As now in effect, Rule 144 provides generally that a person holding securities that were acquired by such person or a predecessor purchaser(s) from the issuer or an affiliate thereof more than one year prior to the date of sale may sell in "brokers transactions" (as defined by the Rule) an amount equal to the greater of 1% of the issuer's outstanding securities of such class or the average weekly reported volume of trading in such securities during the four calendar weeks preceding the sale within a three month period if the conditions specified by the Rule are satisfied. If such person is not an "affiliate" of the issuer, as such term is defined by Rule 144, he may, after a holding period of two years, sell all of such restricted securities without a limitation. (Affiliates of issuers whose securities are not subject to holding period requirements are nonetheless subject to the quantitative resale limitations described above)."

Instead of defining "who must file", Rule 144 seems to define "who doesn't".

as I interpret it, anyone who wants to sell without filing must sell an amount which does not exceed the greater of:
--- 1% of the outstanding shares
--- a weeks worth of trading volume in the outstanding shares

**but over what time period? per year? per month? per week?

the only exception is for a non-"affiliate" of the company who has held their stock two years or longer. (in such case, a filing is not necessary and person is free to unload at will.)

corrections/interpretations welcome.

Cheers. George
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