From whatptscwontputinapr
Is TPL an Insider ? My followup to a posters shallow reply.
The poster who quoted the Statute in an effort to dismiss my analysis is either naive, ignorant or deceptive; perhaps all three.
The SEC by Statute identifies individuals that are "De Jure" ("By Law") Insiders; and those are enumerated as Directors, Executives and 10+% holders.
It would be impossible for the SEC to catagorize every possibility of person who would become an Insider due to a "factual situation", and so those persons by case law (not Statute) would be called "De Facto" ("by Fact") Insiders.
Here are 5 examples that by that persons simplistic thinking would be OK, and would not be considered "Insider trading":
1. The lawyer representing our Patents before the USPTO would be free to buy and sell PTSC stock and not be considered an "Insider"; afterall, he's not identified in the Statute.
2. A family member of one of the Identified capacities in the Statute would be free to buy and sell PTSC stock anytime; even if they first overheard sensitive non public price impacting information during a visit to a Director's or Officer's home.
3. The Printer for an annual report containing the year end financials about to be made public for the first time would be free to front run the stock in anticipation of what non public price sensitive news he discovered during proof reading.
4. A plumber working at a Statute identified persons home, who sees a signed contract sitting on the counter indicating the not yet publicized sale or bankruptcy of a public company would be free to buy and sell stock in advance of the public notice.
5> A stranger in an elevator overhears that a big stock impacting deal is going to be announced at 12 noon, and he trades that company's stock because of that information at 10 am. He's a total stranger with no relationship or connection at all; but he's now an "Insider"
Still think TPL, Leckrone, Alliasence and anyone on the PDS Board is not an Insider ?
Of course that poster is wrong, all of these people would also be considered an "INSIDER" due to the factal situation and their meeting the necessary criteria.
1. Who is an "INSIDER" ? In addition to company Officers, Directors and 10% owners, "Insiders" include those who have "temporary" or "constructive" access to "material" "nonpublic" information on a company. That includes anyone outside of the firm.
2. What is "MATERIAL" information? There is no statutory definition of what type of information is “material.” However, a common guideline is whether there is a substantial likelihood that a reasonable investor would consider the information to be important in deciding whether to purchase or sell a security.
3. What is "NONPUBLIC" information? In general, information is “nonpublic” until it is publicly disseminated, which can occur by the issuance of a press release, disclosure in a document filed with the SEC, or through a public webcast
