Date of Your Investment – Your Holding Period
For the purpose of determining your holding period, Rule144Solution.com accepts the date on your certificate as evidence of when you were first entitled to receive your shares. It will be deemed sufficient evidence of your holding period, if the date on your certificate is more than six months or one year from today’s date, even if that date is later than when you were first entitled to receive the shares. If the date on your certificate is less than the required six months or one year, then Rule144Solution.com must receive additional documentation to objectively support an earlier investment date.
You were first entitled to receive your shares when your payment for them was accepted by the issuing company – your subscription agreement and evidence of payment would provide this information. If you purchased the shares privately from another non-affiliate, which we refer to as a predecessor holder, then your stock purchase agreement with your seller or a copy of the seller’s certificate would provide that information. The transfer agent will be able to confirm the provenance of the shares you own upon receipt of Rule144Solution.com’s opinion letter.
If you received or will receive your shares in conversion of or exchange for a debt instrument that qualifies as a security, then your holding period for the shares is deemed to begin on the date of your note, bond or debenture. A copy of those documents and your “notice of conversion or exchange” would provide the information supporting your acquisition of the shares before the date on your certificate.
If you received your shares in exercise of an option or warrant, you will be deemed to have acquired the shares at the date of the option or warrant, but only if you paid no money or other consideration to receive the shares. This is referred to as a “cashless exercise.” This may be described in the option or warrant under a caption of that name and involves a formula in which you receive less than the total number of shares covered by the warrant in surrender of the balance of the shares for cancellation, based on current market price. A copy of your option or warrant contract and your notice of exercise will provide the information supporting your acquisition of the shares before the date on your certificate.
If you received your shares in payment of compensation for services, then your holding period for the shares is deemed to begin on the date the shares irrevocably earned. If the agreement calls for monthly payments in shares, the holding period would begin for each required, monthly issue of shares. If, under certain circumstances, you would be required to return shares, such as cancellation of the agreement by either party, then your holding period would not begin until those circumstances could no longer occur. A copy of your employment consulting or advisory agreement will provide the information supporting your acquisition of the shares before the date on your certificate.
Your current share certificate may be a reissue in a new certificate of the same shares you have previously owned. This could be the result of a name change or stock split in which you surrendered your old certificate for a new one. In this situation, a copy of your original certificate will provide the information supporting your acquisition of the shares before the date on your current certificate.
