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To: FlatTaxMan who wrote (9388)	2/5/1999 2:19:00 PM
From: LJ	Respond to of 40688

As I understand it, sales can be made immediately following the filing, and must be made within 90 days. If they aren't made within that time limit, then the 144 must be refiled.

To: FlatTaxMan who wrote (9388)	2/5/1999 2:49:00 PM
From: mrNetVestor	Respond to of 40688

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.

To: FlatTaxMan who wrote (9388)	2/5/1999 2:50:00 PM
From: mrNetVestor	Respond to of 40688

Technically, a Form 144 only indicates that the holder of restricted securities is now able to sell them. There is nothing about the Form that forces a sale. In practice, however, the Form is just another annoying piece of paperwork, and insiders don't file it until they need to. The shares indicated on a Form 144 are usually sold soon after it is filed. If the holder of the restricted shares is an insider (which is not always the case), you will likely see a Form 4 sale in short order.

To: FlatTaxMan who wrote (9388)	2/5/1999 2:51:00 PM
From: mrNetVestor	Respond to of 40688

Form 4: The Form 4 is the most important source of useful insider data. While Forms 3 and 5 record a snapshot of an insider's holdings of their company's shares, the Form 4 is the dynamic information that gives the best window into the feelings insiders have about their firm's shares. Individuals would do best to spend whatever time and resources they have prospecting through the more useful Form 4 data, and skip over the other two. A Form 4 lists the name of the insider, their relationship to the company, how many shares were traded, and at what price. It also gives the date of the trade, total holdings of the insider after the transaction, and if the trade was open market, related to the exercise of stock options, or for some other special reason. Besides being quite detailed, a Form 4 is also timely. With the deadline for filing being the 10th of the month following the transaction, an insider's trade should take 41 days tops to reach the SEC—and that's only if the insider trades during a 31-day month. Form 4s can, of course, be filed immediately, and some are. However, there is always a predictable bulge in the number of filings around the 10th of the month as insiders rush to meet the deadline. Insiders don't wait until the last minute to be sneaky. The deadline surge is more the result of procrastination. The fact is that filling out a Form 4 is just annoying paperwork for insiders, most of whom are busy executives. Typically, the Form is passed to an overloaded secretary or company lawyer to complete, and it is not likely their first priority either. This may explain why some (perhaps 5%) of the From 4s filed the SEC are filled out incorrectly. These mistakes seem to be made as much by highly paid legal counsel as overworked secretaries, and explain why even the most expensive insider database isn't perfect. Another subset of filings also reaches the SEC late. In any given week, Form 4s with trade dates that are months or even a year old betray the tardiness of insiders or their charges. Again, this is more likely the result of a mistake than intended deceit. Late filers generally don't get more than a slap on the wrist from the SEC if no harm seems to be done. But worse can, and does, happen to late filers. Fortunately, the vast majority of insiders are both diligent and accurate when filing their Form 4, and they supply the market with high-quality investment information every time they trade their own company's shares.