Rhode Island Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares

State:
Multi-State
Control #:
US-1058BG
Format:
Word; 
Rich Text
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Description

A Legend is a statement on a stock certificate noting restrictions on the transfer of the stock, often due to SEC requirements for unregistered securities. The Securities Act of 1933 regulates the initial sale of securities to the public. Some securities are exempt from coverage of the Act. Certain stock issue transactions are also exempt (i.e., exempt from registration with the Securities and Exchange Commission). This Legend restricts the transfer of stock in accordance with the Articles of Incorporation or the Corporation's Bylaws or a Shareholder's Buy Sell Agreement.

How to fill out Legend On Stock Certificate With Reference To Separate Document Restricting Transfer Of Shares?

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FAQ

You can sell your restricted stock after the vesting period is over. However, you cannot sell restricted stock units within the vesting period. How long do you have to hold restricted stock? You need to hold restricted stock until the end of the vesting period.

You may not sell, assign, pledge, encumber, or otherwise transfer any interest in the Restricted Shares until the dates set forth in the Vesting Schedule set forth below, at which point the Restricted Shares will be referred to as ?Vested.? A Restricted Share shall not be subject to execution, attachment or similar ...

Restricted stock refers to unregistered shares of ownership in a corporation that are issued to corporate affiliates, such as executives and directors. Restricted stock is non-transferable and must be traded in compliance with special Securities and Exchange Commission (SEC) regulations.

Sometimes they don't allow transfers, or only allow them during an open window. Assuming they allow transfers it is important to note that, notwithstanding how you acquired them (RSU/ESPP/NQ) they are nothing but long shares of common stock. So they can be transferred to any brokerage firm.

In order to have the legend on a stock certificate removed, investors should contact the company's shareholder relations department to find out the details of the removal process. Following that, the company will send a confirmation authorizing its transfer agent to remove the legend.

Restricted Stock Units cannot be sold or transferred while they are subject to forfeiture. This means that the employee cannot sell or transfer the units until they are vested.

Restricted stock units are a form of stock-based employee compensation. RSUs are restricted during a vesting period that may last several years, during which time they cannot be sold. Once they are vested, RSUs can be sold or kept like any other shares of company stock.

The purpose of the restrictive legend or notation is to protect the issuing company from loosing its private placement exemption for the initial sale of the securities and to notify the investor that the restricted securities cannot be resold into the public securities market without satisfying certain requirements.

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Rhode Island Legend on Stock Certificate with Reference to Separate Document Restricting Transfer of Shares