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He was required to report on SEC Form 144 the number of shares he
proposed to sell and his acquisition date. For each proposed
sale of OPCS stock in 1988 and 1989 by petitioners, petitioners
submitted to their stock broker and to the SEC a Form 144
executed by petitioner or Mrs. Groves, a seller's representation
letter signed by petitioner or Mrs. Groves, and letters from the
attorney for OPCS stating the opinion that petitioners had
complied with SEC rule 144. Petitioners reported their proposed
sales of OPCS stock during 1988 and 1989 on Forms 144 as follows:
Sales Reported on Forms 144
Stock Acquisition # of shares Proposed Acquired Nature of
owner date to be sold sale date from/by acquisition
Jane B. Groves 2/6/87 5,000 2/25/88 J.R. Groves Gift of
June 1984
stock
Jane B. Groves 2/6/87 2,000 5/2/88 J.R. Groves Gift of
June 1984
stock
J. Randall Groves 6/2/84 30,0005/3/88 The company Private
placement
J. Randall Groves 6/2/84 14,0005/3/88 The company Private
placement
J. Randall Groves 6/2/84 20,0003/13/89 Purchase Founder
stock
J. Randall Groves 1/30/87 20,0005/26/89 Purchase A. Kemp2
from [sic]
selling
shareholder
1 This was an amended form. The original Form 144 contained the
following information:
J. Randall Groves 6/2/84 10,0005/3/88 The company Private
placement
2 This should read: A. Karp.
Petitioner could not sell the stock he had acquired from
Mrs. Karp in 1988 because it was still subject to a 2-year
holding period under SEC rule 144. Thus, he reported to the SEC
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