Company Name: Dolman, Kaplan, Neiter & Hart
Public Availability Date: Apr. 29, 1974

[INQUIRY LETTER]

DOLMAN, KAPLAN, NEITER & HART

[ Original Text Illegible ]

CENTURY PARK EAST, SIXTH FLOOR, CENTURY CITY

LOS ANGELES, CALIFORNIA 90067

March 15, 1974

1933 Act/Rule 144

Office of Chief Counsel

Division of Corporate Finance

Securities & Exchange Commission

Washington, D.C. 20549

Re: Request for an Interpretative Opinion

Gentlemen:

I have been asked by a client for an opinion concerning the sale of restricted securities. An officer of "X" Corporation received unregistered shares of common stock of "X" Corporation in 1969. Said shares were not registered as it was a private placement under Section 4 (2) of the Securities Act of 1933. In June 1972, the officer was divorced and transferred some of "X" Corporation's stock pursuant to a property settlement agreement. The ex-spouse now desires to sell 300 shares of "X" Corporation's unregistered stock. The sale price will be less than $10,000. Less than two years have passed since the stock was acquired by the ex-spouse. The officer recently sold 1,000 shares of "X" Corporation's unregistered common stock pursuant to Rule 144, the aggregate price which exceeded $10,000. In computing the holding period of the ex-spouse, do you include the holding period of the officer prior to the divorce? Since the sale by the ex-spouse will be for less than 500 shares and for an aggregate sales price not to exceed $10,000, is she exempt from filing Form 144 under Section (h) of the Rule or does she have to aggregate the shares sold by the officer with her shares?

Very truly yours,

JERROLD L. KAPLAN

JLK/aa

[STAFF REPLY LETTER]

Jarrold L. Kaplan, Esq.

Dolman, Kaplan, Neiter & Hart

1533 Century Park East

Sixth Floor, Century City

Los Angeles, California 90067

Dear Mr. Kaplan:

This is in responses to your letter of March 15, 1974 in which you ask certain questions regarding the application of Rule 144 to a sale of securities by a divorced women who received restricted shares from her former husband in connection with a property settlement agreement.

In the factual situation you pass, the divorced woman would be permitted to [ Original Text Illegible ] her holding period to that of her former husband in order to determine the two-year holding period for purposes of Rule 144. In this case, although the property settlement took place less than 2 years ago, the holding period will be computed from 1969 whom her former husband received the shares.

With regard to the question of limitations on the amount of security she may sell, the divorced woman will not be required to aggregate sales during any six month period with those of her former husband, assuming, of course, that they are not acting in concert. The fact of their diverse raises a rebuttable presumption that they are not acting in concert. Since aggregation by a divorced woman with her former husband normally will not be required, the determination whether the sales by the divorced woman require filing of a Form 144 under Section (h) of the Rule may be made independently of consideration of sales by the former husband.

The interpretations given above are based on the assumption that all other terms and conditions of the Rule are met. If we can be of any further assistance, please feel free to contact us.

Sincerely yours,

John [ Original Text Illegible ]

Deputy Chief Counsel