Rule 10b5-1

Finance a la Shmoop. What is a holding period or a 144 a filing. Should sound

way less sexy. Well after you will make love, there should be

a holding period. Right? So we're talking about investing here, so it's all

different. All right here's the gist. Back in the day, the dark days, you know before

there was honest regulation of the securities industry, a whole lot of [man in bed with BRK share]

cheatin was going on. Fake schemes would offer shares to an

uneducated, unsophisticated public. With the sellers hoping to get rich

quick. The public would buy shares of a supposedly hot IPO. Only to have the

founders and funders of that fake or crappy company dump their

shares five minutes after the company was public. Leaving the outside investors,

holding the bag in the form of IPO shares that they paid eighteen bucks[people surrounding money chart]

each for. Well which we're now trading under a dollar. So today insiders, like

founders and the early investors, are presumed to have a lot more knowledge of

the company's operations, projections, performance and prospects, than the

general public. So the SEC Institute, of what is called the 144 a rule, which sets

out guidelines under which insiders can sell their shares. Meaning they can't [head banker]

just dump all of them on the same day, you know five minutes after the IPO. Very

roughly, insiders must hold their shares at least six months and change after the

first day of official trading during an IPO. And they must limit the volume that,

well they're dumping. That is if insiders, own say, seventy percent of the

shares of a newly, publicly traded company. Well they can't just dump 80% of [garbage truck dumping garbage]

that seventy percent, you know that first week after the six months is over. Got it?

Well in most cases insiders seeking to get liquid, ie turn their shares into

cash, so they can buy that home they've been longing for.

Well they hire an investment bank to gather together all the insider selling

group of shares. The bank then quietly markets them to investors

who had shown interest during the company Roadshow. You know during the

IPO and then in an orderly fashion, the bank sells those shares, to you know,[conference money meeting]

interested parties. The goal here is to, not crash the stock price in the process.

You can imagine what would happen if a stock averaging 300,000 shares a day of

trading, suddenly had a supply of 50 million shares come for sale. Yeah way

more supply, modest demand not a good situation. But you know holding periods,

got to hold them six months. Fortunately there's always cuddling, we[man in bed with DPRP share]

like the cuddling.