Max, The newswire thing is ambiguous to say the least. "proposed sale" does not mean sold. But more importantly a form 144 doesnt mean sold either as follows:
Form 144:
Form 144 data is considered by many to be the second most useful stream of insider
information the SEC has to offer. This Form is filed by people holding unregistered securities
as the final part of a process that exempts the shares from being registered with the SEC
before being sold in the open market. Form 144s are therefore a harbinger of the insider
selling activity that will be filed with the SEC in the near future.
According to the Securities Exchange Act of 1933, securities must be registered with the
SEC before being issued to the public. But the SEC isn't so anal in its mandate to protect
individual investors not to realize that the gruesome burden of disclosure doesn't make sense
all the time. There are numerous exemptions from registration that give companies the ability
to issue small amounts of shares directly to somebody as part of a stock bonus, pension, or
profit-sharing plan, or a private placement, among other reasons. Under Rule 144 of the
Code of Federal Regulations, the people who receive these restricted securities also don't
need to register them when they finally sell the shares in the open market. Rule 144 does hold
up a few hoops for sellers of unregistered shares to jump through before they can unload, but
the requirements generally make sure that the amount of shares is reasonably small, and that
the seller isn't an underwriter.
Criteria met, a person may file a Form 144 with the SEC giving notice of their intent to sell a
specified number of unregistered shares within the next three months. The Form 144 does
not commit the filer to sell the shares indicated on the Form within three months, but if they
aren't, the Form 144 must be amended.
Typically, the shares indicated on a Form 144 have probably already been sold by the time
you see the document. If the seller is an insider, they may actually file the Form 144 and
Form 4 sale at the same time. This makes sense. After all, why would the holder go through
the paperwork of a Form 144 unless they were ready to pull the trigger? In any case, Form
144s still indicate that somebody has, or is expected to, sell shares. That's useful information
to at least keep in the back of you mind when researching a new investment idea, or
following a stock you own.
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