Watcher and et al.,
From my perspective, there seems to be one or two terms that have been loosely thrown around. As such, I am offering the following (I have taken the liberty of highlighting those Topics and areas that might be of importance)
......-jp
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Who Is An Insider?
An insider is an officer, director, or beneficial owner (holder of 10% or more) of a company's stock. (In the case of FNTN, that would mean each insider would own something like 2.5 million shares - EACH! I might be wrong, but I do not think any individual, on the FNTN thread, owns that many shares of FNTN stock.)
Insiders are both individuals and corporations, and are required to report their:
Direct Holdings - holdings that are held in the name of the insider; and
Indirect Holdings - holdings that are controlled by the insider, yet are held by another entity such as a family member, a trust, a company plan, or even a corporation to which the insider is affiliated. In many cases, the same block of indirect stock may be claimed by several insiders, such as a group of trustees over the same trust, or several partners in the same partnership. Some insiders hold all of their stock indirectly.
Form 144: Intention To Sell Restricted Securities
Form 144 filings are indicated by ''Planned Sale''. Form 144s must be filed as notice of the proposed sale of restricted securities. Restricted securities are those that are acquired directly or indirectly from an issuer or an affiliate in a transaction (or chain of transactions) not involving a public offering.
An insider may file a Form 144 and not actually complete the sale. If the sale was completed, the insider should have filed a Form 4, indicating the transaction was completed. Form 144s contain additional information which may be beneficial. The data includes the name of the brokerage firm, insider's address, phone number, and the dollar amount of transaction. The amount of stock an insider may sell is ''restricted'' by a number of factors, such as shares outstanding, trading volumes, etc.
The Form 144 must be filed prior to, or on the approximate date, of sale. When searching for Form 144s, keep the following considerations in mind:
The filing of Form 144 is not required in any case where the amount of stock to be sold during any three (3) month period does not exceed 500 shares and the aggregate sale value does not exceed $10,000.
(In reference to the above paragraph, over the past 90 days, the highest price was $2.25. 500 shares at that price would only provide $1,125 for each person - I don't think that is enough to affect price or volume of any stock; much less FNTN.)
If the seller does not sell all the stock covered by the form within 90 days after the filing, the filing process must be repeated before the commencement of further sales, except in cases where the passage of time has extended the seller's holding period.
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Additional Useful Information:
Form 3: Initial Statement of Ownership
This form is filed only once by an insider, for each company that the insider is affiliated with. It is usually filed within ten (10) days of the company going public, and/or within 10 days of an insider being appointed an executive officer or director, even if the insider may not have acquired security holdings at that time.
Additionally, the Form 3 is filed for anyone attaining a 10% or more holding of the outstanding shares of a security under the Securities Act of 1934. For example, a 5%-or-more owner, upon attaining the 10% level of ownership, would be required to file a Form 3 and then a Form 4 to reflect any changes in ownership.
Form 4: Statement of Changes in Beneficial Ownership
The Form 4 is required any time there is an open market purchase, sale, or an exercise of options. It must be filed by the 10th of the month following the transaction and contains the details of all non-exempt transactions which exceed $10,000 during that month. Exempt transactions, such as gifts of stock, may be filed on the Form 4 or on the annual Form 5.
Information included on this filing is the name of the insider, title, type of transaction, date of the transaction, amount of stock acquired or disposed, price, holdings after the transaction, and the nature of ownership.
On the Form 4 or Form 5 an insider indicates when he has retired or exited from the company by checking the ''exit'' box on the filing. Once an insider retires/exits, he is required to report his transactions for only the next six (6) months.
Form 5: Annual Statement of Changes in Beneficial Ownership
This form is required to be filed annually for those insiders who have had exempt transactions and had not reported them previously on a Form 4. It must be filed within 45 days after the close of the issuer's fiscal year to disclose transactions exempt from prior reporting, as well as transactions that should have been reported previously, but were not. A Form 5 is not necessary if there have not been any transactions to report.
Insiders may also note on Form 5 if they have retired or exited from the company by simply checking the ''exit'' box on the filing. Once an insider retires/exits, he is required to report his transactions for only the next six (6) months. |
