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Post by dreamboatcruise on Sept 3, 2015 18:42:04 GMT -5
I emailed Matt regarding this, below is his reply. "There were no officer sales. These are shares surrendered back to the company to cover tax withholding on restricted stock vesting. This is shown on the forms, but not widely reported, unfortunately." Our company uses options rather than restricted shares. When my options vest and I elect to exercise them, it is a taxable event... but the company is not obligated to withhold that tax. I must send that money into the IRS my self. It seems there would be other ways of paying that tax obligation on restricted shares, but perhaps I am wrong about that. If so, my apologies to Al.
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Post by compound26 on Sept 3, 2015 18:46:20 GMT -5
compound26... well, my lending of shares has been in place for a long time and is now automatic and exercised by Schwab on my behalf. [Geez, I'm a tad grumpy today. I guess that's what comes from being in escrow with wild market gyrations.] Sure. Understand that. However these sales may be sales in accounting only as reflected in Kastanes' post. (That is to say, for example, the officers exercised 10,000 shares of options, but because they have to pay tax liability they got only 80,000 shares from the company and the other 2,000 were shown as disposed in accounting. again, I am just guessing. "There were no officer sales. These are shares surrendered back to the company to cover tax withholding on restricted stock vesting. This is shown on the forms, but not widely reported, unfortunately."
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Post by Deleted on Sept 3, 2015 18:49:43 GMT -5
I emailed Matt regarding this, below is his reply. "There were no officer sales. These are shares surrendered back to the company to cover tax withholding on restricted stock vesting. This is shown on the forms, but not widely reported, unfortunately." Our company uses options rather than restricted shares. When my options vest and I elect to exercise them, it is a taxable event... but the company is not obligated to withhold that tax. I must send that money into the IRS my self. It seems there would be other ways of paying that tax obligation on restricted shares, but perhaps I am wrong about that. If so, my apologies to Al. For a brief moment my heart sank. Matt restored my belief in MannKind. Thank you Matt!
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Post by cjc04 on Sept 3, 2015 19:19:09 GMT -5
compound26... well, my lending of shares has been in place for a long time and is now automatic and exercised by Schwab on my behalf. [Geez, I'm a tad grumpy today. I guess that's what comes from being in escrow with wild market gyrations.] I'm plenty grumpy myself..... Maybe this is nothing for us long time tortured, left in the dark, longs... But it's easy picking amunituon for the HUGE, fully acknowledged during a CC, short interest. I am sick to death of waiting for an "embarrassment of riches" to come to light while I continue have faith that management knows something amazing but can't tell us... And F you to the first person who tells me to sell and go away.... I'm not selling, but feel pretty justified in being pissed off.
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Post by jay1ajay1a on Sept 3, 2015 19:28:13 GMT -5
I think we all are feeling that way. I am not selling, but will most likely pick up some more share sometime in the morning.
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Post by Deleted on Sept 3, 2015 20:20:42 GMT -5
Unfortunately, shareholders are taking a continuous beating by Wall Street. This insider trading will be used to beat us down some more. The best recommendation I can give is to think of yourself as an owner of a great company, just because some idiots tell you your company is not worth its current price is not a reason to sell. Would you sell your house or business just because someone placed on low value on it?
I have been through this several times before and have learned to differentiate a winner from a loser. MannKind is a winner!
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Post by anims515 on Sept 3, 2015 20:48:32 GMT -5
My feeling is that this is a mechanism of the vesting and if it weren't for this situation, that can't be foreseen years in advance of setting the parameters, it wouldn't be an issue
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Post by longstocking on Sept 3, 2015 20:48:31 GMT -5
all except Al made net purchases, yes they sold a few but they bought far more than they sold. Al sold less than $100k which is odd to me. That's noise at his net worth, Maybe Al sold to give the shorts a false sense of security as a setup for a catalyst and squeeze. He has to be a little bitter about Wall Street's treatment of his companies over the years.
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Post by longstocking on Sept 3, 2015 20:52:55 GMT -5
I simply don't get it. Shareholders get admonished on CC for helping the shorts by making their shares available for lending, and yet management gives ammo to shorts with these insiders sales. Al's sale is the most shocking. A guy worth his kind of money needs to sell $50k worth of stock for what? Why on earth give the shorts that talking point over $50k. Al... if you needed a little walking around change, that's what ATMs are for. Geez. [end of rant] Same over here dbc, I don't get it either, and I totally agree with you. I am sure what we all expect is for MNKD officers to purchase shares in the open market, instead of getting free handouts and then selling them, regardless of the reasons. Why would we expect MNKD officers to purchase shares on the open market. Stock options for corporate officers are common. I would prefer that provision of stock remains, especially if it's restricted. I like the incentive for overall company success that they provide.
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Post by savzak on Sept 3, 2015 20:53:20 GMT -5
I'm sorry Kastanes but your analogy doesn't work. My house provides me shelter. My business provides me a living income. Of course it would be easy to disregard any outside opinion that the value of my house or my business is de minimus. It would be easy because I recognize that value every day. I would agree with you if MNKD was already a profitable entity, maybe even providing a 3% dividend. But it is not profitable and the only "return" we have is psychological. The psychological return hasn't been good lately.
A better analogy is a planted crop. The weather prognosticators and the agricultural experts are telling us that our planted seeds are doomed because of the cold weather. But we believe they are basing their opinions on faulty and/or incomplete information. We have better information and are confident our planting will yield a bumper crop. We anticipate vindication much like in the movie "Trading Places"...
"After calculating the estimates from various orange producing states we have concluded the following...The cold winter has apparently not effected the orange harvest."
Unlike the movie, our ending has not been written.
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Post by mnholdem on Sept 3, 2015 21:03:37 GMT -5
Knowing the codes helps one understand what the Form 4 filing is stating:
Rule 16b-3 transaction codes A – Grant, award, or other acquisition D – Sale (or disposition) back to the issuer of the securities F – Payment of exercise price or tax liability by delivering or withholding securities
Most of these filings are similar, but I'll use Matt Pfeffer's to illustrate:
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned:
From August 16-22, there were four transactions F with an attached footnote: "(1) Shares withheld to satisfy the tax liability incident to the vesting of previously reported restricted stock units."
To satisfy his tax obligations, Matt disposed (Code D) of 1598 shares @ $4.09 (Aug 16), 1598 shares @ $4.15 (Aug 18), 912 shares @ $3.79 (Aug 21) and 846 shares @ $3.79 (Aug 22).
On August 27, a (Code A) award of 16,100 shares were 4.(A) Acquired @ $0.00 cost with footnote stating: (2) Acquired pursuant to a Restricted Stock Unit Award: 25% vest on each year anniversary of the vesting determination date and 25% each anniversary thereafter; shares shall fully vest on the fourth year anniversary of the vesting determination date.
Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
On August 27, Matt also exercised his Employee Stock Option (right to buy) 72,300 shares @ $3.91 per share cost with footnote: (3) 25% vesting on the anniversary of the vesting determination date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting determination date.
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On the 16,100 Non-Derivative Securities, Matt will need to pay taxes on difference between what he paid ($0 for the awarded shares) and the market value on the transaction date.
On the 72,300 Derivative Securities - ESO (right to buy) there will likely be no taxes paid if the exercise price of $3.91 is equal or higher than the market price on August 27.
Following the transactions recorded on this Form 4, Matt currently owns 372,996 Non-Derivative Securities and 72,300 Derivative Securities.
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I interpret Matt (and other Officers) acquiring their awards and options rather than selling them to be a strong bullish signal. It's entirely possible that they are exercising their options at this point, where they believe the share price will be at its lowest point. Why? In order to pay the least amount of taxes.
Even if I'm wrong about their reasons for exercising on August 27 (they may not have had a choice) they are still sending retailers a positive message by holding on to their shares. That tells me they are expecting share price to rise rather than drop.
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Post by Deleted on Sept 3, 2015 21:50:07 GMT -5
I'm sorry Kastanes but your analogy doesn't work. My house provides me shelter. My business provides me a living income. Of course it would be easy to disregard any outside opinion that the value of my house or my business is de minimus. It would be easy because I recognize that value every day. I would agree with you if MNKD was already a profitable entity, maybe even providing a 3% dividend. But it is not profitable and the only "return" we have is psychological. The psychological return hasn't been good lately. When you purchased your MannKind shares, the company was not profitable and possibly without the FDA approval. With FDA approval, a giant marketing and sales partner, eventual profitability of the best selling medication, potentially additional drug approvals, adds up to a lot of real "returns".
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Post by savzak on Sept 3, 2015 21:54:08 GMT -5
I'm sorry Kastanes but your analogy doesn't work. My house provides me shelter. My business provides me a living income. Of course it would be easy to disregard any outside opinion that the value of my house or my business is de minimus. It would be easy because I recognize that value every day. I would agree with you if MNKD was already a profitable entity, maybe even providing a 3% dividend. But it is not profitable and the only "return" we have is psychological. The psychological return hasn't been good lately. A better analogy is a planted crop. The weather prognosticators and the agricultural experts are telling us that our planted seeds are doomed because of the cold weather. But we believe they are basing their opinions on faulty and/or incomplete information. We have better information and are confident our planting will yield a bumper crop. We anticipate vindication much like in the movie "Trading Places"... "After calculating the estimates from various orange producing states we have concluded the following...The cold winter has apparently not effected the orange harvest." Unlike the movie, our ending has not been written. When you purchased your MannKind shares, the company was not profitable and possibly without the FDA approval. With FDA approval, a giant marketing and sales partner, eventual profitability of the best selling medication, potentially additional drug approvals, adds up to a lot of real "returns". We hope!
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Post by mannmade on Sept 3, 2015 22:10:37 GMT -5
@talon... sorry. Please explain. Tax obligation on what? And still... Al could certainly afford to pay taxes without needing to sell shares. It's simply bad optics. I'm told that I should forgo earning interest on my MNKD shares and yet Al couldn't come up with $50k from somewhere else to avoid allowing the shorts to point to a 4k sale with the founders name on it. I've not complained about others selling in the past. But I just don't get this one, especially when they seem to have acknowledged share price as a problem... though pointing at ME as the problem. This is purely speculation on my point but here goes... As I understand it most of Al's shares (and consequently his net worth) is with his various foundations or will be as soon as he passed which I hope is not for a very long time. My point being we are not privy to his tax planning nor his estate planning and this may be the reason he sold.
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Post by mannmade on Sept 3, 2015 22:16:11 GMT -5
all except Al made net purchases, yes they sold a few but they bought far more than they sold. Al sold less than $100k which is odd to me. That's noise at his net worth, Maybe Al sold to give the shorts a false sense of security as a setup for a catalyst and squeeze. He has to be a little bitter about Wall Street's treatment of his companies over the years. I doubt that is why he did it as he would likely of sold much more and might of asked some of the others to do the same. Plus Al has basically stayed out of this conversation. Lastly I think the shorts may use his sale for FUD but they really are too smart to fall for something like that. Imho...
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