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Post by robbmo on Nov 29, 2017 2:06:26 GMT -5
Hey, Holdem, if you're an insider with a planned buy (or sell) schedule, I don't think it matters what you know, at least that's the way I thought it worked. I believe it does matter what you know prior to filing the planned buy. Per the SEC website on insider trading: The rule permits persons to trade in certain specified circumstances where it is clear that the information they are aware of is not a factor in the decision to trade, such as pursuant to a pre-existing plan, contract, or instruction that was made in good faith. |
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Post by babaoriley on Nov 29, 2017 2:14:53 GMT -5
Well, sure, at the time you file the planned buy, you need to be clear of inside information, but when the planned buy date arrives, the buy is executed irrespective of what you know on that date.
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Post by epc1355 on Nov 29, 2017 5:20:50 GMT -5
So does that mean he already knows something that would prohibit him from buying???
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Post by promann on Nov 29, 2017 6:08:58 GMT -5
What constitutes knowing something?? Does it mean knowing any one thing that the public has not been informed?
Would that include offers of any kind? Because we now know that there is or at least was one offer on Matt’s desk to partner outside the US. but Mike said he wanted to have it bigger to include more countries..
But should all the details of the offer be public ? Like who? Where? And how much? Because one could say any information that management knows that is not sharing is inside information.
Some clarity would be appreciated thanks.
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Post by sportsrancho on Nov 29, 2017 8:04:24 GMT -5
Very rarely does someone give you details of an offer, because that’s all it is is an offer. There could be many lunches, talks behind closed doors, but until they sit down around a table with their lawyers and sign a deal nothing is for sure. And there’s a lot of talk first before they even make an official offer.
Remember when Matt said, you wouldn’t believe how many companies have come out of the woodwork and wanted to buy us at this low valuation. ( I don’t believe that comment is an any transcript because it was an answer to a question. ) You either remembered it or you don’t.
To me insider trading is when you know a merger or acquisition is a done deal, and make a non-scheduled buy. ( It’s not well I know I’m going to hire 400 more reps, I know the scripts are going to increase, and I think that will make the stock go up:-)
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Post by mnholdem on Nov 29, 2017 8:55:25 GMT -5
SEC Fast Answers: www.sec.gov/fast-answers/answersinsiderhtm.html
Insider Trading
"Insider trading" is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
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As sportsrancho points out, MannKind's CEO actively buying stock simply because he believes scripts are going to increase is NOT illegal conduct, because he has publicly provided that guidance. If CEO Castagna states that he is not able to buy stock at this time, it's for another reason than the plans, forecasts or other information that he and/or other officers have made pubic.
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Post by matt on Nov 29, 2017 9:06:04 GMT -5
Hey, Holdem, if you're an insider with a planned buy (or sell) schedule, I don't think it matters what you know, at least that's the way I thought it worked. I believe it does matter what you know prior to filing the planned buy. Per the SEC website on insider trading: The rule permits persons to trade in certain specified circumstances where it is clear that the information they are aware of is not a factor in the decision to trade, such as pursuant to a pre-existing plan, contract, or instruction that was made in good faith.Planned buys and sells are a little bit misleading. Originally they were designed to avoid trapping executives at large companies with a perpetual black out date. I formerly worked for a large healthcare concern that had so many earnings announcements, mergers and divestitures, and other material events in one year there were only six days a year when management could execute a trade. EVERYBODY traded on the same day which freaked out the shareholders when all the Form 4s got filed at once. There was nothing fishy going on, it was simply a need for some executive to get into cash to cover college expenses and other major commitments. What they don't tell you about planned sales is that they can be cancelled with no penalty. I can schedule a sale of 100,000 executive option shares for September next year, but if I learn new information in August that will make those shares a lot more valuable then I can change my mind and cancel the scheduled sale without penalty (it works a similar way on planned purchases). Technically, you should not queue up a planned sale while in possession of material non-public information but you can cancel orders with no repercussion, turning it all into a heads I win and tails you lose proposition especially in small companies with infrequent binary events. |
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Post by promann on Nov 29, 2017 9:06:14 GMT -5
SEC Fast Answers: www.sec.gov/fast-answers/answersinsiderhtm.html
Insider Trading
"Insider trading" is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
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As sportsrancho points out, a CEO buying stock simply because he believes scripts are going to increase is NOT illegal conduct, because he has publicly provided that guidance. If CEO Castagna states that he is not able to buy stock at this time, it's for another reason than any information that he and/or other officers have made pubic.
Hmm. The legal version is when they buy stock in their own companies. This does not really spell it out very well. I read that to say that they can trade stock in their own company anytime without it being illegal insider trading. I know what you and sports are saying and that’s how I have always understood it also. Thanks for the link but like I said it does not spell it out very well.. |
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Post by mnholdem on Nov 29, 2017 9:11:08 GMT -5
The SEC site does provide examples and additional links to more detailed regulatory information. I'm simply pointing folks in the general direction of places where they can find specific answers.
Good fortune to you!  |
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Post by sportsrancho on Nov 29, 2017 9:26:24 GMT -5
SEC Fast Answers: www.sec.gov/fast-answers/answersinsiderhtm.html
Insider Trading
"Insider trading" is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
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As sportsrancho points out, a CEO buying stock simply because he believes scripts are going to increase is NOT illegal conduct, because he has publicly provided that guidance. If CEO Castagna states that he is not able to buy stock at this time, it's for another reason than any information that he and/or other officers have made pubic.
Hmm. The legal version is when they buy stock in their own companies. This does not really spell it out very well. I read that to say that they can trade stock in their own company anytime without it being illegal insider trading. I know what you and sports are saying and that’s how I have always understood it also. Thanks for the link but like I said it does not spell it out very well.. The more you read it the more confusing it gets. Lol, For me anyway:-) that’s why I asked an attorney friend years ago that was knowledgeable on those things. |
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Post by agedhippie on Nov 29, 2017 10:31:33 GMT -5
SEC Fast Answers: www.sec.gov/fast-answers/answersinsiderhtm.html
Insider Trading
"Insider trading" is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
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As sportsrancho points out, MannKind's CEO actively buying stock simply because he believes scripts are going to increase is NOT illegal conduct, because he has publicly provided that guidance. If CEO Castagna states that he is not able to buy stock at this time, it's for another reason than the plans, forecasts or other information that he and/or other officers have made pubic.
Funnily enough I just got the quarterly warning today. We are allowed to leave Rule 10b5-1 trading plans in place, but we are not allowed to change add or delete plans. All outstanding orders (including market, limit, or stop loss orders) have to be cancelled. All trades, including derivative trades and option exercises, are forbidden. The only thing I am allowed to do is set my 401k stock buy to 0% (it has to be as it was or nothing at all). |
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Post by casualinvestor on Nov 29, 2017 12:06:48 GMT -5
DTC sales plan is worth bolding IMO |
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Post by xanet on Nov 29, 2017 13:42:47 GMT -5
Castagna: "I think it's a good value today. If I could buy more, I would."
Why, exactly, can't you buy more, Mr. Castagna? SEC restrictions on insider trading generally aren't an issue if you file a planned buy and you're past the blackout period that typically precedes an earnings call. Unless, of course, you can't buy stock at this time because you possess insider knowledge that a near-term pivotal/material event is imminent... 
Maybe. Or he's not flush with cash burning a hole in his pocket. |
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Post by sportsrancho on Nov 29, 2017 13:55:41 GMT -5
Castagna: "I think it's a good value today. If I could buy more, I would."
Why, exactly, can't you buy more, Mr. Castagna? SEC restrictions on insider trading generally aren't an issue if you file a planned buy and you're past the blackout period that typically precedes an earnings call. Unless, of course, you can't buy stock at this time because you possess insider knowledge that a near-term pivotal/material event is imminent...
Maybe. Or he's not flush with cash burning a hole in his pocket. I tend to think that that is the reason he has not bought in the recent past. Although I see him as extremely strategic and there may be immediate plans for some of those shares:-) plans that would be to a shareholders advantage. |
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Post by dreamboatcruise on Nov 29, 2017 14:12:47 GMT -5
Castagna: "I think it's a good value today. If I could buy more, I would."
Why, exactly, can't you buy more, Mr. Castagna? SEC restrictions on insider trading generally aren't an issue if you file a planned buy and you're past the blackout period that typically precedes an earnings call. Unless, of course, you can't buy stock at this time because you possess insider knowledge that a near-term pivotal/material event is imminent...
Maybe. Or he's not flush with cash burning a hole in his pocket. I'm betting it's either an acquisition offer from Amgen, needing money for kids college tuition, or Mike's got a gambling problem. Those are the top three options offered by my ouija board. |
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