Stock Plan Services Glossary
A
account certification account certification | the process of verifying tax identification information; Fidelity uses Form W-9 for U.S. citizens and Form W-8 for nonresident aliens and foreign entities |
---|---|
affiliates affiliates | officers, directors, policy-making executives, major shareholders (generally owners of 10% or more of outstanding shares), and other people who are in a position to directly or indirectly control the management of the company; this includes spouses, family members who live with the affiliate, and other entities affiliated with affiliates, as defined in Rule 144; someone with this designation is subject to trading restrictions regardless of whether the security is restricted; an affiliate must complete Rule 144 documentation and comply with Rule 144 when selling control securities; also known as control persons or insiders |
alternative minimum tax (AMT) alternative minimum tax (AMT) | a separate tax system, complementary to the federal income tax system; the AMT system attempts to make sure that anyone who benefits from certain tax advantages will pay at least a minimum amount of tax |
average high and low for the day average high and low for the day |
one of the ways a company determines the fair market value of your award at the time of exercise or vesting; it means that your plan looks at the highest and lowest trading prices of your company stock for the day and uses the average of the two prices to calculate the following:
- taxable gain - withholding taxes for nonqualified stock options (NSOs) - alternative minimum tax (AMT) for incentive stock options (ISOs) |
B
beneficiary beneficiary | the person you choose to receive your awards, shares, or other assets after you die; helps ensure that the assets in your Fidelity Account® are distributed according to your wishes |
---|---|
blackout period blackout period | a time frame determined by your company when you are restricted from exercising or selling your shares; be sure to check your plan rules for more details |
broker broker | a person or firm that buys and sells shares on a stock exchange for you |
brokerage account brokerage account | an account that holds financial assets, such as shares of stock, and allows you to buy and sell on a stock exchange; where the shares or cash from your stock plan award are deposited |
C
capital gains tax capital gains tax | a tax on the profit from selling your shares or other investments |
---|---|
capital loss capital loss | happens when your shares or other investments have decreased in value and are sold for a lower price than what you paid |
cashless exercise cashless exercise | a method for taking action on your stock option using the cash proceeds from the sale of your company stock to pay for the purchase at your fixed price (the grant price), required tax withholdings, and commissions and fees; you get the remaining cash proceeds, which are deposited into your Fidelity Account®; you don’t have to provide cash to take action if you choose this method; also known as exercise and sell |
commission commission | the fee paid for executing a trade based on the number of shares traded or the dollar amount traded |
company match (ESPP) company match (ESPP) | the amount of shares your company purchases on your behalf, in addition to any shares purchased with your ESPP contributions |
control persons control persons | officers, directors, policy-making executives, major shareholders (generally owners of 10% or more of outstanding shares), and other people who are in a position to directly or indirectly control the management of the company; this includes spouses, family members who live with the control person, and other entities affiliated with control persons, as defined in Rule 144; someone with this designation is subject to trading restrictions regardless of whether the security is restricted; a control person must complete Rule 144 documentation and comply with Rule 144 when selling control securities; also known as affiliates and insiders |
cost basis cost basis | the purchase price or original value of a stock plan award for tax-filing purposes; used to calculate your capital gains or losses (the difference between the original value and the current market price) |
D
discount (ESPP) discount (ESPP) | an amount, predetermined by your company, that reduces the price per share you will pay; discounts vary by plan and are usually from 1% to 15%; be sure to check your plan documents for details |
---|---|
disqualifying disposition disqualifying disposition |
the sale, transfer, or exchange of shares that happens before meeting the IRS-mandated time frames; your Fidelity Account® shows you the date you can sell to keep the beneficial tax treatment
- for incentive stock options (ISOs): one year from the exercise date or two years from the date the stock options were granted - for qualified employee stock purchase plans (ESPPs): more than one year from the purchase date and more than two years from the offering date (the date the offering period begins) |
distribution date distribution date | the date your award will pay out, which is often a few days after vesting |
distribution method distribution method |
the way your restricted stock will be given to you:
- cash deposited in your Fidelity Account® - shares deposited in your Fidelity Account® - in your paycheck through your company’s payroll |
dividend dividend | money paid from company profits to people who own shares; this is typically paid quarterly |
dividend equivalent dividend equivalent | a credit paid to your restricted stock unit (RSU) equal to the cash or stock dividend paid to people who own the shares |
E
early release window early release window | a period of time during the lockup when you’re allowed to sell a specific percentage of your shares |
---|---|
employee stock purchase plan (ESPP) employee stock purchase plan (ESPP) | a type of plan that gives you a convenient way to buy your company stock; if you enroll, you choose a dollar amount or percentage to be deducted from your paycheck, and those deductions accumulate to purchase company stock, sometimes at a discount, on a predetermined schedule |
enrollment period enrollment period | a company-determined period of time, when you, as an eligible employee, can enroll in the employee stock purchase plan (ESPP) by selecting how much you want to contribute from your paycheck; during this time, you may also be able to change existing elections; the ability to make changes depends on your plan; be sure to check your plan documents for details |
equity compensation equity compensation | a way for employers to reward employees with company shares; this is in addition to your paycheck and other benefits and is usually intended to incentivize you to stay with the company for an extended period of time |
ESPP discount ESPP discount | an amount, predetermined by your company, that reduces the price per share you will pay; discounts vary by plan and are usually from 1% to 15%; be sure to check your plan documents for details |
ESPP withdrawal ESPP withdrawal | a request to return ESPP contributions accumulated before they are used to purchase shares; this means no shares will be purchased for that period; the ability to make this request depends on your plan; depending on your plan, you may be required to re-enroll to continue contributions after withdrawing; be sure to check your plan documents for details |
estimated proceeds estimated proceeds | the approximate value of cash or shares you can expect after placing your order based on the current price of your company stock; this value shows your proceeds after costs or taxes are deducted; your actual proceeds may be different as the market fluctuates |
exercise exercise | to "exercise an option" means to act on the right to buy or sell your company stock at a predetermined price (see grant price), at or before the expiration date |
exercise and hold exercise and hold | a method for taking action on your stock option using your cash to purchase and hold shares of your company stock at your fixed price (the grant price); if you choose this method, you will need to have money available in your Fidelity Account® to pay the cost of the shares, required tax withholdings, and fees and commissions |
exercise and net exercise and net | a method for taking action on your stock option using shares from your option to cover the purchase of your company stock at your fixed price (the grant price); if you choose this method, your company withholds shares so that you don’t have to sell shares to cover the cost, required tax withholdings, and fees and commissions; you keep the rest of your shares, which are deposited into your Fidelity Account®; also known as stock option netting |
exercise and sell exercise and sell | a method for taking action on your stock option using the cash proceeds from the sale of your company stock to pay for the purchase at your fixed price (the grant price), required tax withholdings, and commissions and fees; you get the remaining cash proceeds, which are deposited into your Fidelity Account®; you don’t have to provide cash to take action if you choose this method; also known as cashless exercise |
exercise and sell to cover exercise and sell to cover | a method for taking action on your stock option to sell enough of your company stock to pay for, or cover, the purchase of company stock at your fixed price (grant price), required tax withholdings, and commissions and fees; you keep the remaining shares, which are deposited into your Fidelity Account®; you don’t have to provide cash to take action if you choose this method |
exercise date exercise date | the first date you can take an action on your stock options to start the process of getting shares of your company stock or cash |
exercise price exercise price | the fixed price determined by your company that you will pay to purchase shares of company stock when you exercise your stock option; also known as grant price |
expiration date expiration date | the last date you can take action on our stock options; after this date, your options have no value; expiration dates on non-market days, such as weekends and holidays, can affect timing; be sure to check your plan documents for details |
F
fair market value (FMV) fair market value (FMV) |
the market value of your company stock at the time an option is exercised; your plan documents outline how this is calculated and will be used for federal income tax purposes; your FMV will be one of the following:
- prior business day's close - average high and low for the day - real-time price - today's close |
---|---|
Fidelity Account® Fidelity Account® | works alongside your company’s stock plan to hold your shares and/or cash; when it comes to accessing your Fidelity Account®, you have trading and cash management features to choose from — including an ATM/debit card, money transfers, online bill paying, and check writing; you can also leave your cash in your Fidelity Account® and invest it for potential future growth |
Form S-1 Form S-1 | a registration statement required for U.S. companies that want to be listed on a national stock exchange in order to sell shares of stock |
G
go public go public | the process by which a privately held company first offers shares of stock to the public for purchase; typically done through an initial public offering (IPO) |
---|---|
grant grant | an award for stock or cash given to you by your company |
grant agreement grant agreement | a document issued by your company outlining the number of shares, grant/exercise price, vesting schedule, and other terms for your stock awards |
grant date (ESPP) grant date (ESPP) | the first day of the ESPP offering period, unless stated otherwise in your plan documents |
grant date (stock awards) grant date (stock awards) | the date the award was given to you by your company; also known as issue date |
grant ID grant ID | the code assigned to each new option or award that helps you differentiate between your awards |
grant price grant price | the fixed price determined by your company that you will pay to purchase shares of company stock when you exercise your stock option; also known as exercise price |
grant type grant type | distinguishes whether your stock option is a tax-advantaged incentive stock option (ISO) or a nonqualified stock option (NSO) |
H
holding period holding period | the amount of time that shares or options must be held before they can be sold, exercised, or transferred; if applicable, these are described in your plan documents |
---|---|
holding requirement holding requirement | the amount of time that your ESPP shares must be held before they can be sold or transferred; if applicable, these are described in your plan documents |
I
in the money in the money | when the current market price of your company stock is above your stock option grant price |
---|---|
incentive stock option (ISO) incentive stock option (ISO) |
a stock option is an opportunity your company gives you to purchase a certain number of your company’s shares at a fixed price (the grant price) within a specific period of time
- ISOs meet IRS requirements for special tax treatment; when certain conditions are met, this means that you do not have to pay regular income taxes when you exercise your stock options if you keep your shares for the later of one-year from the date you exercised (the exercise date) or two years from the date your stock options were granted (the grant date); also known as the waiting period - if you decide to sell your stock option shares after the waiting period, you will be subject to a capital gains tax on the difference between the sale price and the grant price - if you sell your shares prior to or on the one-year anniversary of the date on which the shares were granted, the shares you sell are subject to a disqualifying disposition; this generally means that you will be required to pay income tax on the difference between the grant price and the fair market value when you exercise the stock options - if you exercise the stock options prior to the two-year anniversary of the grant date, hold them, and then sell them between the one-year and two-year anniversary of the grant date, you pay short-term capital gains on the difference between the grant price and the fair market value on the date you sold the shares - calculations for Alternative Minimum Tax (AMT) may be applicable |
initial public offering (IPO) initial public offering (IPO) | the first time a privately held company offers its shares for sale to the public, which means they are transitioning from private to public ownership; done when companies want to raise funds for financing business plans, capital expenditures, or growth opportunities; see also go public |
inside information inside information | any information about a security, or an issuer of a security, that is material nonpublic information (MNPI); information is generally considered to be material if a reasonable investor would consider the information important in making an investment decision; information may also be material if it is likely that the price of a security would change if the information were made public; information is nonpublic if it is not generally available to the public in a widely used medium |
insider trading policy insider trading policy | a set of guidelines for trading in company securities; trading while in possession of material nonpublic information (MNPI), or communicating this information to others who may trade, is a violation of U.S. federal securities laws; as a result, many companies will set up insider trading policies to help protect against these occurrences |
insiders insiders | officers, directors, policy-making executives, major shareholders (generally owners of 10% or more of outstanding shares), and other people who are in a position to directly or indirectly control the management of the company; this includes spouses, family members who live with the insider, and other entities affiliated with insiders, as defined in Rule 144; someone with this designation is subject to trading restrictions regardless of whether the security is restricted; an insider must complete Rule 144 documentation and comply with Rule 144 when selling control securities; also known as affiliates or control persons |
intrinsic value intrinsic value | the difference between your company's price on the stock exchange and the grant, or exercise price of your stock option |
IRS (Internal Revenue Service) IRS (Internal Revenue Service) | an agency of the U.S. government responsible for collecting taxes and enforcing tax laws |
issue date (awards) issue date (awards) | the date the award was given to you by your company; also known as grant date |
issuer (stock options) issuer (stock options) | the company that grants stock options to you |
J
(No entries) |
K
(No entries) |
L
lapse of restrictions lapse of restrictions | generally means that you have met all your company’s requirements, usually time based, to exercise your award/receive your shares; also known as vesting |
---|---|
limit order limit order | you choose the maximum price per share you're willing to buy or the minimum price you're willing to sell; this type of order guarantees the price you choose, but does not guarantee the order will be fulfilled, or executed |
lockup lockup | a period of time after a company goes public when insiders are restricted from selling their shares; newly public companies routinely require people with a large number of shares, such as directors, executive officers, and all employees holding stock awards, not to sell stock during this time, effectively "locking up" those shares |
look-back look-back | a provision that looks at the price at the beginning of the offering period and at the end of the offering period, and applies whichever is lower to help determine the purchase price |
lot lot | the number of shares you purchased in one transaction; for example, if you buy the same stock several times during the year, you will have multiple lots of that stock |
M
market market | a place where shares of company stock are bought and sold by the public; also known as stock exchange and stock market |
---|---|
market order market order | buying or selling shares at the next available price when the market is open; a quick way to place a buy or sell order; guarantees the order will be fulfilled, or executed, but does not guarantee the price |
market price market price | the price of a single share of your company's stock at a single point in time |
matching contribution (ESPP) matching contribution (ESPP) | the amount of shares your company purchases on your behalf, in addition to any shares purchased with your ESPP contributions |
material nonpublic information (MNPI) material nonpublic information (MNPI) | information is generally considered to be material if a reasonable investor would consider the information important in making an investment decision; information may also be material if it is likely that the price of a security would change if the information were made public; information is nonpublic if it is not generally available to the public in a widely used medium |
N
net value (stock options) net value (stock options) | the amount your stock options are in the money; the value of your grants prior to taxes |
---|---|
nonpublic nonpublic | a company whose shares are individually owned and have never been offered publicly for purchase or sale on a stock exchange; also known as private company and privately held company |
nonqualified stock option (NSO) nonqualified stock option (NSO) |
a stock option is an opportunity your company gives you to purchase a certain number of your company’s shares at a fixed price (the grant price) within a specific period of time
NSOs do not meet IRS requirements that give you special tax treatment; this means that you are taxed when you exercise the stock options; you pay ordinary income taxes on the difference between the grant price and the fair market value at the time you take action (exercise), or the net value |
O
offering period offering period | the time period when your company collects after-tax payroll deductions and holds the money until it's time to purchase your shares; the number of offering periods during the year depends on your company plan; be sure to check your plan rules for more details |
---|---|
option agreement option agreement | a document issued by your company outlining the terms and rules for your new grant; a contract between you and your company and must be reviewed and accepted |
optionee optionee | anyone who receives and still holds stock options |
out of the money out of the money | when the current market price of your company stock is below your stock option grant price; also known as underwater |
P
participant participant | an eligible employee who is taking part in an employer-provided equity compensation plan |
---|---|
performance award plan performance award plan | a grant of company shares or units that are contingent on achieving the performance goals established by your company; details for these awards vary; be sure to check your plan documents for your plan rules |
plan document plan document | a document issued by your company that provides a description of your plan rules and how the plan works |
positions positions | the shares of a company stock you hold in your Fidelity Account®; for example, if you have shares of two different companies in your Fidelity Account®, you have "two positions" |
prior business day's close prior business day's close |
one of the ways a company determines the fair market value of your award at the time of exercise or vesting; it means that your plan uses the closing price of your company stock from the previous day to calculate the following:
- taxable gain - withholding taxes for nonqualified stock options (NSOs) - alternative minimum tax (AMT) for incentive stock options (ISOs) |
private company private company | a company whose shares are individually owned and have never been offered publicly for purchase or sale on a stock exchange; also known as nonpublic and privately held company |
privately held company privately held company | a company whose shares are individually owned and have never been offered publicly for purchase or sale on a stock exchange; also known as nonpublic and private company |
public company public company | a company that sells shares to the general public, usually as part of an initial public offering (IPO) and then on a stock exchange; anyone can buy or sell shares of that company with a brokerage firm; each share represents a unit of ownership that gives you the right to vote on company matters and receive dividends, if applicable |
purchase date purchase date | a company-determined date when your company takes all the money you have contributed and buys as many company shares as possible, sometimes at a discount; be sure to check your plan documents for company rules |
purchase price purchase price | the cost to buy your company's stock through the employee stock purchase plan (ESPP) on the purchase date; your contributions will be used to buy company stock at this price, sometimes at a discount; be sure to check your plan documents for company rules |
Q
qualifying disposition qualifying disposition | the sale, transfer, or exchange of stock that happens after meeting the IRS-mandated time frame of more than two years after the stock was granted and more than one year after it was acquired |
---|---|
quiet period quiet period | the time period surrounding the filing of a registration statement in which companies are forbidden by the Securities and Exchange Commission (SEC) to promote or hype the offering; starts the day a company files a registration statement and lasts up to 25 days after a stock starts trading |
R
real-time price real-time price |
one of the ways a company determines the fair market value of your award at the time of exercise or vesting; it means that your plan uses the market price for the stock at the time your exercise order executes to calculate the following:
- taxable gain - withholding taxes for nonqualified stock options (NSOs) - alternative minimum tax (AMT) for incentive stock options (ISOs) |
---|---|
restricted stock award (RSA) restricted stock award (RSA) | an award of company stock that allows you to take action only after the award vests (also known as lapse in restrictions); once the shares vest, they are deposited into your Fidelity Account® and are yours to hold, sell, or transfer |
restricted stock unit (RSU) restricted stock unit (RSU) | an award that is a promise to pay cash or stock or both and allows you to take action only after the award vests; once the award vests, your company gives you shares or the cash equivalent |
S
sale availability date sale availability date | the first date you can sell or exercise; the timing varies depending on your plan; be sure to check your plan rules for more details |
---|---|
security security | a word defining various types of investments, such as stocks, options, bonds, mutual funds, or any other investments, you can buy or sell on the stock exchange |
share share | a unit of ownership in a company; also known as stock |
shareholders shareholders | any person who owns shares of a company's stock |
special purpose acquisition company (SPAC) special purpose acquisition company (SPAC) | a corporation designed to take companies public without going through the traditional initial public offering (IPO) process; SPACs have no formal commercial operations and are formed strictly to raise capital through an IPO for the purpose of acquiring an existing private company |
stock stock | a unit of ownership in a company; also known as share |
stock appreciation right (SAR) stock appreciation right (SAR) | an award that lets you benefit from any rise in your company's stock price from the grant date; you don't receive the value of the underlying shares, only the increase in the value of the shares from the grant date; you don't receive stock dividends or voting rights |
stock exchange stock exchange | a place where shares of company stock are bought and sold by the public; also known as stock market and market |
stock market stock market | a place where shares of company stock are bought and sold by the public; also known as stock exchange and market |
stock option stock option | a stock option is an opportunity your company gives you to purchase a certain number of shares of your company's shares at a fixed price (the grant price) within a specific period of time |
stock option netting stock option netting | a method for taking action on your stock option using shares from your option to cover the purchase of your company stock at your fixed price (grant price); if you choose this method, your company withholds shares so that you that don’t have to sell shares to cover the cost, required tax withholdings, and fees and commissions; you keep the rest of your shares, which are deposited into your Fidelity Account®; also known as exercise and net |
stock swap stock swap | a form of stock option exercise where you exchange shares you currently own to pay the exercise costs instead of cash |
stop order stop order | a trade type generally used to protect your profit or to prevent further loss if the price of the stock goes down; you can also use it to purchase shares if it reaches a certain price or to close out a short position; this trade type is not permitted on all securities or trading sessions (pre- and post-market) |
T
tax-qualified ESPP contribution limit tax-qualified ESPP contribution limit | the maximum contribution amount allowed by the IRS for a tax-qualified section 423 employee stock purchase plan (ESPP) in a calendar year; any contributions that exceed this amount are refunded back to you; the value of your stock for this limit is based on the stock's undiscounted price when the offering begins, not the price on the day you purchase; your company's ESPP contribution limit may differ from this IRS $25,000 limit; be sure to check your plan's rules |
---|---|
time in force time in force |
a limitation that indicates how long a trade order will remain open
- day – cancels at market close if not executed - good 'til canceled – cancels after 180 calendar days if not executed - fill or kill – fills completely or cancels - immediate or cancel – fills as many shares as possible and cancels the remainder - on the open – fills only at the opening price; accepted between 4:15 p.m. and 9:28 a.m. Eastern time (ET) - on the close – fills only at the closing price; accepted between 9:30 a.m. and 3:40 p.m. ET |
today's close today's close |
one of the ways a company determines the fair market value of your award at the time of exercise or vesting; it means that your plan uses the price for the stock as of the market close on the day your stock option exercise order executes to calculate the following:
-taxable gain - withholding taxes for nonqualified stock options (NSOs) - alternative minimum tax (AMT) for incentive stock options (ISOs) |
trade time limits trade time limits |
you can place a time limitation on a stock trade order by selecting one of the following time-in-force types:
- day — this limitation has a default expiration time of 4 p.m. Eastern time (ET); you may select a time from 10 a.m. to 4 p.m. ET, in 30-minute increments, for your order expiration time; if all or part of your order is not executed by your selected expiration time, your order will be canceled - good 'til canceled — for orders placed on Fidelity.com, this limitation has a default order expiration date of 180 calendar days from the order entry date at 4 p.m. ET; you may select your own order expiration date and/or time, up to 180 calendar days from the order entry date; if all or part of your order is not executed by the date and/or time you've selected for expiration, any open portions of your order will be canceled - fill or kill — requires that the order is immediately completed in its entirety or canceled; fill or kill is used only under very special circumstances; if you do not fully understand how to use fill or kill, talk with a Fidelity representative before placing this limitation on an order - immediate or cancel — requires that a broker immediately enter a bid or offer at a limit price you specify; all or a portion of the order can be executed; any portion of the order not immediately completed is canceled - on the open — requires that the order is executed as close as possible to the opening price for a security; all or any part of the order that cannot be executed at the opening price is canceled - on the close — requires that the order is executed as close as possible to the closing price for a security; all or any part of the order that cannot be executed at the closing price is canceled |
trading restriction trading restriction | a time frame determined by your company when you are restricted from exercising or selling your shares; be sure to check your plan rules for more details |
transfer availability date transfer availability date | the first date you can transfer your shares; the timing varies depending on your plan; be sure to check your plan rules for more details |
U
underwater underwater | when the current market price of your company stock is below your stock option grant price; also known as out of the money |
---|
V
value value | over time your awards could potentially accrue worth, which is calculated as the current stock price multiplied by the amount granted before taxes |
---|---|
vesting vesting | when your stock plan award vests, you become the legal owner of the shares or cash granted in the award; occurs after a certain period of time has elapsed, or when a performance target has been met, or both |
vesting period vesting period | how much of your award becomes available to you over periods of time; this applies to both stock options and restricted stock; also known as vesting schedule |
vesting schedule vesting schedule | how much of your award becomes available over periods of time; this applies to both stock options and restricted stock; also known as vesting period |
W
withholding tax withholding tax | the same taxes withheld from your paycheck: Social Security, Medicare, federal, and local income taxes |
---|
X
(No entries) |
Y
(No entries) |
Z
(No entries) |
0 - 9
10b5-1 10b5-1 | a trading plan that is created, approved, and established prior to any transactions being placed; it means an insider sets up a plan to sell a specific number of shares on specific dates over a specific time period; once approved, these specifics cannot be changed; helps create an affirmative defense from insider trading liability under federal securities laws for certain trades executed |
---|---|
144 (SEC Rule) 144 (SEC Rule) |
refers to SEC Rule 144, which is a means by which restricted and control securities may be sold in compliance with U.S. federal law and regulations; Rule 144 requirements depend on who owns the security, the length of time it has been owned, and how it was acquired
Rule 144 applies to the resale of restricted securities as well as to restricted and nonrestricted securities sold by control persons; to sell the security, some or all of these requirements must be met: - the issuer must be in compliance with SEC reporting requirements - a holding period of one year must be met by the shareholder; however, a control person may sell unrestricted securities without regard to the holding period; volume restrictions still apply - the amount of stock sold in any three -month period cannot exceed the volume limitations, which are the greater of 1% of the outstanding shares or the average weekly trading volume for the four calendar weeks preceding the filing of a Form 144 notice; a Form 144 notice must be filed in certain transactions - the stock must be sold in a broker's transaction or a transaction with a market maker; solicitation of purchasers is prohibited |
144K 144K | securities have this restriction if the securities are restricted but the stock owner is not an affiliate of the company, and the securities were acquired from the company or an affiliate of the company more than two years ago; participants can sell this type of stock without having to satisfy most of the requirements of Rule 144 |
145 145 | sets forth conditions for selling securities that are the result of an SEC-registered merger or consolidation; non-affiliates are not subject to resale restrictions; affiliates of the selling company who do not become affiliates of the acquiring company are subject to volume restrictions and public information requirements for the first year, but do not have to file Form 144; during the second year, the only requirement is for the company to be current in all SEC reporting; affiliates of the acquiring company must abide by all Rule144 requirements except the minimum holding period |
701(g)(3) 701(g)(3) | rule permitting the sale of unregistered securities in the open market, provided that the shares were issued under a company benefit plan or compensation agreement prior to a company going public; an owner of these securities who is not considered an affiliate of the issuer may sell shares under Rule 701(g)(3) without having to satisfy Rule 144 requirements; the shares cannot be sold until 90 days after the company goes public; however, certain Rule 701 paperwork needs to be completed by the stock owner in order to have the restricted legend removed and to release proceeds from the sale; affiliates must satisfy all the requirements of Rule 144, other than the one-year holding period |
83(b) elections 83(b) elections |
instead of paying tax at vesting, you can make an 83(b) election within 30 days of the award for all or part of your RSA (restricted stock award)
if you make this election, the taxable compensation income on the full fair market value of the stock at grant (the fair market value less the amount, if any, you for it), even though shares are unvested, may not be sold, and may be forfeited until they vest the main advantage to making this election is that future gains on the stock are taxed as capital gains instead of ordinary compensation income in an 83(b) election, your holding period begins on the grant date, and your tax basis is equal to the fair market value of the stock on the grant date (the amount, if any, paid for the stock plus the amount realized as compensation income upon the 83(b) election) an 83(b) election is not available for restricted stock units (RSUs) |
Questions?
- 800-544-9354 800-544-9354
824451.3.0