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Technology Stocks : REFERENCE

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To: C.K. Houston who wrote (99)11/10/1997 10:50:00 PM
From: gamesmistress   of 411
 
INSIDER SELLING QUESTION AND CLARIFICATION OF SOME INSIDER TRADING RULES (11/4 -11/5)

From: Rob L. Nov 4 1997 Reply #5389
Robert Gill, a director of TPRO, filed to sell 30k shares yesterday. Anybody know what this guy's total holdings are. 30K may be nothing if the guy owns a more significant amount.

From: Richard S. Schoenstadt Nov 5 1997 Reply #5441
As near as I can tell Gill owns 45,000 shares total - this according to the recent S-3.

The S-3 registered 15,000 of that for sale.

With the 30,000 it appears, on the surface anyway, that Gill is registering to sell the
rest of his holdings.

With respect to the 144's and those who wondered why we can't find it on Edgars, it
appears that 144's aren't filed electronically. This makes sense since none of the prior
insider sales that we know about are there.

Also aren't there restrictions on when an insider can sell or register to sell.
I seem to recall it was something like 30 days before and 30 days after earnings.

From: Rob L. Nov 5 1997 Reply #5442
That's what I thought. there is a quiet period before the earnings report when insiders
are not supposed to be able to sell. At least that is what I always thought. With only
45k shares, this guy gill does not seem to be a major player in the company and I
venture that he is probably looking elsewhere for a job. I don't think this has anything
to do with fundamentals. I am waiting patiently for a better entry point. I am hoping the
stock will drift down below 6 between news announcements. maybe MM's will push it
down to try and accumulate before earnings.


From: David Nov 5 1997 Reply #5503
Just to clarify this issue, the insider trading policy of companies varies immensely and
can go from no sales one week either side of a press release to two months before etc
etc. However, it is just that, an internal policy. Obviously insiders have to be careful of
not falling foul of the SEC by trading when they have info that is not out in the market
place and that is the reason for internal policies. The only restrictions on 144 sales are
really volume related and only allow for a max of 1% of the companies stock to be
sold by an insider in a given quarter (there are some other rules as well of course). It
would be interesting to find out what their policy is, although I wouldn't get too
concerned about insider selling - from personal experience I know that watching your
net worth suddenly go dramatically up makes you want to free some of it for other
projects. With regards to filing, I believe there is a web site which shows 144 filings (I
can't recall the address though, but it may be called "Insider Trading"). Filing a 144
means that you are allowed to sell not that you have and each filing lasts for a quarter;
if a sale is made you must then file it and that will appear on Edgar (I think its a Form 5
or 4); once your quarter runs out, if the shares have not been sold and you still think
you may sell them you have to file another 144 so, there is an obvious danger that
people can double count insider sales if they look at 144 filings rather than actual sales.
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