RESTRICTED STOCK SELLERS LETTER EXAMPLE
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RULE 144 SELLER LETTER
________________________________ Name of Issuer
________________________________ Address of
Issuer
________________________________ Name of
Brokerage Firm
________________________________ Address of
Brokerage Firm
Dear Sirs: I propose to
sell_______shares of (Class of
Securities____________________________________________) ( ___________ par
value) (the "Stock") of (
_____________________________________________________, a
_______________________________ corporation (the "Company"), to or
through (name of brokerage firm) _______________________________
in accordance with the requirements of Rule 144 under the
Securities Act of 1933. In this connection I deliver to each of
you herewith a signed copy of Form 144 relating to such sale,
confirm to each of you that the Statements made therein are true
and complete and represent to and agree with each of you that: 1.
I do not know or have any reason to believe that the
Company has not complied with the reporting requirements contained
in Rule 144 (c)(1). 2.
At the time of any sale of the Stock for my account, the
aggregate number of shares of the Company's Common Stock (in the
case of sales of "restricted" securities by a non-controlling
person, "which are
restricted securities, as defined in Rule 144(a)(3).")*
sold by me or for my account and by or for the account of
any person whose sales are required by paragraph (a)(2)**
and paragraph (e)(3) *** of Rule 144 to be aggregated with
sales by or for me (other than shares registered under the
Securities Act of 1933 or sold in private placement or Regulation
A transactions) during the preceding three months will not exceed
the greater of 1% of the outstanding shares of the Company's
Common Stock, as shown by the most recent report or statement
issued by the Company or the average weekly reported volume of
trading in the Company's Common Stock on the consolidated tape
and/or reported through the automated quotation system during the
four calendar weeks preceding the filing of the above-mentioned
Form 144 with the Securities and Exchange Commission. 3.
If the securities addressed herein are restricted equity
securities, a minimum of two years has elapsed since the later of
the date of acquisition of the securities from the issuer or an
affiliate of the issuer and the giving of the full purchase price
or other consideration. 4.
I hereby represent that I do not know any material adverse
information in regard to the current and prospective operations of the
issuer of the securities to be sold which has not been publicly
disclosed. 5.
I have not solicited or arranged for the solicitation of, and
will not solicit or arrange for the solicitation of, orders to buy the
Stock in anticipation of or in connection with such proposed sale. 6.
I have not made, and will not make, any payment in connection
with the offering or sale of the Stock to any person other than (name
of brokerage firm __________________________ ). 7.
Concurrently with the placing with (name of brokerage firm)
_____________________________
of an order to sell the Stock, I will transmit to the
Securities and Exchange Commission 450 Fifth Street, N.W., Judiciary
Plaza, Washington D.C. 20549, three signed Copies of Form 144
delivered to you herewith and where applicable one copy to the
principal exchange. 8.
It is my bona fide intention to sell the Stock within a
reasonable time after the transmittal of the Form 144 referred to in
paragraph 7. 9.
I do not presently intend to sell additional shares of the
Company's Common Stock through any means except as permitted by Rule
144. 10.
I agree to notify you immediately of any development or
occurrence which, to my knowledge, would render any of the foregoing
representations and agreements inaccurate.
Very truly yours,
__________________________________________
Seller
___________________________
Date *
If the seller is a controlling person and has owned any
convertible securities of the Company, add: "and shares of the
Company's Common Stock issuable upon conversion of the Company's
(Title of Company's Convertible Securities)
__________________________________. If the seller is not a controlling
person and has owned any restricted convertible securities of the
Company, add: "and shares of the Company's Common
Stock issuable upon conversion of the Company's (Title of
Convertible Securities) ____________________,
which are restricted securities as defined in Rule 144(a)(3). **
Paragraph (a)(2) requires the inclusion of sales by certain
relatives, trusts, estates, corporations, and other
organizations. *** Paragraph (e)(3) requires the inclusion of sales by others standing in certain relationships to the seller, e.g. persons acting in concert; pledgor-pledgee-purchaser (for two years following default), donor-donee (for two years following gift), settlor-trust (for two years following acquisition by the trust) and, in the case of control but not restricted securities, decedent-estate-beneficiary (for three months following last sale by decedent).
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