Glossary
10b5-1
Sales Plan
A
10b5-1 sales plan is an agreement
made between a brokerage firm and a
company insider that allows the
insider to sell stock of the company
at regular intervals. These plans
are typically utilized to help the
insider comply with insider trading
rules.
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144
According to the SEC's website,
When you acquire restricted
securities or hold control
securities, you must find an
exemption from the SEC's
registration requirements to sell
them in the marketplace. Rule 144
allows public resale of restricted
and control securities if the
following conditions are met:
1. Holding Period: The shares
must be held at least one year after
the shares were fully paid for.
2. Adequate Current Public
Information: The Issuer must be
current in their SEC filings,
meaning their most recent quarterly
and annual reports have been filed.
3. Volume Limitations: The
seller cannot sell more than 1% of
the outstanding shares during any 90
day period. For stocks listed on a
major stock exchange, the greater of
1% or the average reported weekly
trading volume during the four weeks
preceding the filing of the 144
forms with the SEC can be sold.
4. Ordinary Brokerage
Transaction: The sale must be
made in an ordinary brokerage
transaction.
5. Filing Notice with the SEC:
Before you place a sale order,
you must first file notice with the
SEC on form 144. If the shares are
not fully sold within 90 days, then
an amended notice must be filed.
See also: 144;
144k;
Removing a restriction;
SEC;
Issuer
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144k
Restricted securities that have
been held more than 2 years from the
date the shares were fully paid for
may have the restrictions removed if
they meet the following
requirements:
1.
Shares were fully paid for 2 or more
years ago.
2. The shareholder is not an
affiliate of the Issuer and has not
been for at least 90 days.
3. The shareholder does not hold 10%
of the outstanding shares and has
not for the past 90 days.
See also: 144;
144k;
Removing a restriction;
SEC;
Issuer
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Affidavit of Domicile
A notarized affidavit executed by
the legal representative of an
estate indicating the residence of
the decedent at the time of death.
See also:
Transferring shares from a deceased
individual
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Affiliate
A person or entity that holds
more than 10% of the outstanding
shares of an Issuer, directly or
indirectly, or is an officer or
director of the Issuer.
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AMEX
The American Stock Exchange
(AMEX) is a securities exchange
located in downtown New York City
that is noted for the variety of its
listings. Companies with shares
traded on the AMEX are generally
smaller than those listed on the
New York Stock
Exchange. The AMEX is the
listing exchange for most U.S.
registered exchange-traded funds (ETFs)
and a variety of listed derivative
securities including equity and
index options.
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Book
Entry Shares
Shares held in non-certificate
form by the corporation's transfer
agent.
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Broker
A broker is an individual or
institution that is paid a
commission for executing customer
orders. A broker acts as an
intermediary between buyer and
seller. A broker must be licensed by
the National Association of
Securities Dealers (NASD).
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Common Stock
Capital stock that is secondary
to preferred stock in the
distribution of dividends and often
of assets. Common stockholders
typically have voting rights on such
matters as the election of
directors, etc.
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Corporate Resolution
A signing resolution that lists
the authorized signatories for a
corporation.
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Cusip Number
A number used to identify an
Issuer and
type of security issued. This number
is typically located on the stock
certificates of the corporation.
Abbreviation: Committee on Uniform
Securities of Identification
Procedures.
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Escheatment
The process of turning over
unclaimed or abandoned property to a
state governmental agency, such as
if a person's assets are abandoned
without current contact information
or if a person dies without a will
or any successors to their estate.
Transferred property can typically
be reclaimed by the rightful owner
or executor by contacting the
state's unclaimed property division.
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Float
The total number of shares of
stock publicly available for trading
for an Issuer.
The float is calculated by
subtracting the restricted shares
outstanding from the total
outstanding shares.
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Issuer
A legal entity that typically
issues different types of securities
in order to raise capital for their
corporation (ie. common stock,
preferred stock, bonds, options,
warrants, etc.) In general, when
used on Colonial's website, the
Issuer is referring to the
corporation in which you hold
shares.
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Joint Tenant
A type of registration on a
stock certificate or brokerage
account which indicates ownership of
the stock/account by two or more
people. All tenants typically have
equal rights to the assets. This
type of registration is common with
married persons. In the event of
death of one spouse the assets are
automatically transferred to the
other tenants.
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Medallion Signature Guarantee
This signature guarantee
verifies that the signature on the
stock certificate matches the
ownership on the face of the
certificate. A Medallion Signature
Guarantee is different than a Notary
and is required in order to transfer
ownership of shares. It can be
obtained at financial institutions
such as banks, brokerage firms, and
credit unions.
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NASDAQ
National Association of
Securities Dealers Automatic
Quotation system (NASDAQ). Nasdaq is
an electronic stock market that
facilitates the electronic trading
of securities for over 5,000
companies.
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Notary Seal
A notary seal, which is provided
by a notary public, signifies that
the party signing the document has
sworn that the contents of the
document are truthful and accurate.
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NYSE
The New York Stock Exchange
(NYSE) is the oldest and largest
stock exchange in the US. It is a
floor based exchange, whereas the
NASDAQ is a
computer automated market exchange.
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OTCBB
The Over The Counter Bulletin
Board (OTCBB) is an electronic
trading system offered by the
National Association of Securities
Dealers (NASD). Companies trading on
the OTCBB are required to keep their
financial filings current with the
SEC, but
otherwise have much less stringent
listing requirements than
NASDAQ,
AMEX, and
NYSE.
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Penny Stock
A penny stock as defined by the
SEC is typically
a stock that is not listed on a
major stock exchange, trades under
$5 per share, or does not meet
certain asset requirements.
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Pink Sheets
An over the counter quotation
service. Stocks listed on the Pink
Sheets typically are not required to
file financial statements with the
SEC and do not
meet or seek the listing
requirements to trade on the
OTCBB,
AMEX,
NASDAQ, or
NYSE.
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Power of
Attorney
A legal document that enables an
individual to designate another
person, called the attorney-in-fact,
to act on his/her behalf as long as
the individual does not become
disabled or incapacitated.
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Preferred
Stock
Capital stock which provides a
specific dividend that is paid
before any dividends are paid to
common stockholders. Typically
preferred stockholders have no
voting rights, but hold a higher
claim on assets than common
stockholders should the company go
out of business.
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Prospectus
A prospectus is a formal written
offer to sell securities. It sets
forth the plan for a proposed stock
offering for a company and typically
includes the company's financials,
business plans, etc. so that an
investor can make an informed
decision.
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Proxy
Authorization, whether written
or electronic, that shareholders'
votes may be cast by others.
Shareholders can and often do give
management their proxies in lieu of
attending the annual meeting of a
company. The shareholder usually
marks their votes in favor or
against each of the proposed
directors up for election and also
votes for or against any other
proposals at the meeting. The Board
of Directors of the company may then
act as proxy for that shareholder in
deciding any other matters that come
before the meeting.
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Registered Shareholder
Securities held on the books of
a corporation in the name(s) of the
shareholder(s), as opposed to
holding the shares in
street name.
Direct owners receive all corporate
communications directly from a
company.
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Registration Statement
Some companies will file a
registration statement with the SEC
that will enable a shareholder to
sell restricted stock, provided that
any unsold shares be issued back
into the shareholders name with the
restriction. Normally the company
will inform all shareholders that
are affected by the registration
statement, but it may be worth the
time to call the company's investor
relations department directly to
find out if a registration statement
has been filed, or will be filed.
See also: 144;
144k;
Removing a restriction;
SEC
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Restricted Securities
According to the SEC's website,
restricted securities are securities
acquired in unregistered, private
sales from the Issuer or from an
affiliate of the
Issuer. Investors typically
receive restricted securities
through private placement offerings,
Regulation D offerings, employee
stock benefit plans, as compensation
for professional services, or in
exchange for providing "seed money"
or start-up capital to the company.
See also: 144;
144k;
Removing a restriction;
SEC
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Reverse Stock Split
A reverse stock split reduces the
number of outstanding shares and
increases the per-share price
proportionately. For example, if a
company declares a one-for-ten
reverse split, then a person who
previously held 100 shares valued at
$1/share will then have 10 shares
valued at $10/share.
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SEC
The Securities and Exchange
Commission (SEC) is a governmental
agency created by the US Congress to
regulate the securities markets and
protect the investing public against
fraudulent and manipulative
securities practices. The
mission of the U.S. Securities and
Exchange Commission is to protect
investors, maintain fair, orderly,
and efficient markets, and
facilitate capital formation.
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Stock
Buyback
An Issuer will often buy back
its outstanding shares in order to
reduce the number of shares on the
market. Companies typically buyback
shares to increase the value of the
shares by reducing the supply, or to
reduce the possibility of takeover
threats.
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Stock Power
A stock power is a form used to
instruct the transfer of ownership
of a stock certificate from the
registered owner(s) to a third
party. In order to transfer
ownership, a stock power should be
endorsed by all owners listed on the
face of the certificate, or by an
authorized trustee or corporate
signatory if a trust or corporation.
The signature(s) should also be
Medallion Signature Guaranteed. See
also:
Medallion Signature Guarantee;
Stock
Transfers;
Trust;
Trustee
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Stock Split
A stock split either reduces or
increases the number of outstanding
shares and increases or decreases
the per-share price proportionately.
Stock splits do not change the
market value of the corporation's
stock since everything is pro-rata.
For example, if a company declares a
one-for-ten reverse split, then a
person who previously held 100
shares valued at $1/share will then
have 10 shares valued at $10/share.
If a forward split of 2 for 1 is
declared, then a person holding 100
shares valued at $10/share will then
have 200 shares valued at $5/share.
See also
Reverse Stock Split
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Street Name
Street name shares are those
held electronically in your
brokerage account. Electronically
held shares facilitate efficient
trading and settlement of your
shares.
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Treasury
Stock
Treasury stock is stock that has
been repurchased by the
Issuer, either
privately or on the open market, and
is not included in the outstanding
shares of the company.
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Trust
A trust is a legal entity
created by a grantor (donor), to
hold, manage, receive, invest and
control property on behalf of a
beneficiary. Property transferred to
the trust is owned by it in the same
way a corporation owns its own
assets. Trusts are managed by
trustee(s)
and are typically used to protect
assets.
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Trustee
A trustee is the
person or entity designated as the
authorized signatory and manager the
trust and its
assets. The trustee can be the same
person as the grantor. There can be
more than one trustee.
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