restricted securities


restricted securities
n.
Securities acquired from the issuer in a transaction not open to the public and not available to the general public to purchase.

The Essential Law Dictionary. — Sphinx Publishing, An imprint of Sourcebooks, Inc. . 2008.


restricted securities
USA
Restricted securities cannot be freely resold to the public without registration or exemption from registration with the SEC. Rule 144 of the Securities Act provides a safe harbor for the public resale of restricted securities. Rule 144(a)(3) defines restricted securities to mean:
• Securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering. These are private placements by the issuer sold under Section 4(2)}} of the Securities Act or Rule 506 of Regulation D. It also includes private resales of securities by an affiliate of the issuer using the <
• Securities acquired from the issuer that are subject to the resale limitations of Rule 502(d) of Regulation D or Rule 701(c). This covers securities sold pursuant to Rules 505 or 506 of Regulation D.
• Securities acquired in a Rule 144A transaction or chain of Rule 144A transactions.
• Securities acquired from the issuer in a transaction subject to the conditions of Regulation CE (Rule 1001).
• Equity securities of domestic issuers acquired in an offshore transaction or chain of offshore transactions pursuant to Rules 901 or 903 of Regulation S.
• Securities acquired in a Rule 801 transaction to the same extent and proportion that securities held by the security holder of the class with respect to which the rights offering was made were, as of the record date for the rights offering, "restricted securities" within the meaning of this Rule 144(a)(3).
• Securities acquired in a Rule 802 transaction to the same extent and proportion the securities that were tendered or exchanged in the exchange offer or business combination were "restricted securities" within the meaning of this Rule 144(a)(3).
• Securities acquired from the issuer in a transaction subject to an exemption under Section 4(6) of the Securities Act.
See also
Section 4(<<1)}}
Section 4(<<1½)}}

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

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