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“I am pleased to announce that the Overstock board has declared the Dividend and set the relevant record and payment dates. We are publishing the following detailed information, which I hope will be helpful to shareholders and other market participants,” said Overstock CEO
We are registering the Dividend shares with the
The previously issued and outstanding Series A-1 is currently trading under the ticker symbol “OSTKO” on the tZERO ATS, among investors with a brokerage account at
Holders of record:
Common Stock: CUSIP 690370101
Voting Series B Preferred Stock: CUSIP 690370309
Digital Voting Series A-1 Preferred Stock: CUSIP 690370507
Entitled holders will receive Dividend shares on a 1:10 basis
Digital Voting Series A-1 Preferred Stock: CUSIP 690370507
Transfer Agent: Computershare
Ex-Date: Will be set by NASDAQ once DTC eligibility is confirmed.
Series A-1 Description
The Series A-1 is referred to as a “digitally enhanced security.” The Series A-1 is an uncertificated security reflected on the records of
Computershare will maintain this courtesy carbon copy as a convenience and with no controlling effect. Computershare’s conventional records, and not the blockchain records, will govern the record ownership for the Series A-1 in all circumstances. The distributed ledger will only be updated to reflect changes that are first made to Computershare’s official books and records.
Custody and Control
We expect that the Dividend shares will be eligible for depository and book-entry services at
Shareholders Holding Overstock Securities Through DTC
With respect to shareholders that hold directly or indirectly through DTC, on the Payment Date Computershare, in its capacity as transfer agent, will register
Shareholders Holding Overstock Securities Other Than Through DTC
For individuals that hold Overstock securities other than through DTC, on the Payment Date, Computershare, in its capacity as transfer agent, will record the Dividend of each record holder on its books and records. To the extent that there are shareholders holding Overstock securities through broker-dealers, banks or other custodians that are not, directly or indirectly, DTC Participants, these broker-dealers, banks and other custodians will receive book-entry statements from Computershare reflecting the Dividend and the applicable broker-dealer, bank or other custodian will in turn credit the Dividend to the relevant client account holding OSTK common stock, Series A-1 or Series B.
Sales of Series A-1
The tZERO ATS, which is operated by tZERO
Trading Series A-1
Holders who wish to sell shares of Series A-1 must open an account either with an ATS-executing broker-dealer, i.e., a subscriber to the tZERO ATS that executes transactions in the Series A-1, which currently is only Dinosaur, an
If a holder of Series A-1 shares wants to establish an account with an ATS-executing broker-dealer, which currently is only Dinosaur, the holder must complete the onboarding process with the ATS-executing broker-dealer and transfer the shares from his or her brokerage or custodial account to his or her account with the ATS-executing broker-dealer or its carrying broker-dealer, if the ATS-executing broker-dealer is not a carrying broker-dealer. The ATS-executing broker dealer or carrying broker-dealer, as the case may be, will direct the DTC Participant that holds the shares on behalf of the holder to transfer the shares from the brokerage/custodial account of the holder to the relevant Dinosaur account carried by Apex. The direction will include holder’s name, account numbers for both the brokerage/custodial and Dinosaur accounts, and DTC Participant clearing numbers of the Participant and Apex, and will identify the security to be transferred and the number of shares to be transferred. The DTC Participant will submit an instruction to DTC to make a free delivery of the subject Series A-1 from the DTC account of the Participant to the DTC account of Apex.
Computershare will not register peer-to-peer transfers of record ownership of the Series A-1, and the only way to effect a sale of the Series A-1 is through an order submitted to the tZERO ATS’ order matching system by an ATS-executing broker-dealer on behalf of its customer. Computershare is permitted to register a change of record ownership of the Series A-1 in limited circumstances that do not constitute “sales” for purposes of securities laws, such as (1) as a result of a Deposit/Withdrawal at Custodian (DWAC) deposit of shares by a DTC Participant, on its own behalf or on behalf of a holder, into its DTC account; (2) as a result of a DWAC withdrawal by a DTC Participant of shares from its DTC account; or (3) for a stockholder who is the record holder pursuant to a divorce decree, death or gift (and then only following compliance with Computershare’s procedures, including delivery of appropriate documentation). However, the Board is authorized to exclude additional transactions or classes of transactions from the requirement to make “sales” on the tZERO ATS.
Clearing and Settlement
Transactions effected on the tZERO ATS are cleared and settled on the second trading day after the trade date (i.e., T+2). If Apex carries the accounts of both the buyer and the seller, transactions will be cleared and settled through the normal operations of Apex on a book-entry basis on its books. Apex will debit the amount of Series A-1 sold from the seller’s account and credit that amount to the buyer’s account, and credit cash to the seller’s account in an amount equal to the sale price and debit a corresponding amount of cash from the buyer’s account.
We expect that in most other cases (i.e., transactions that involve at least one account not carried by Apex), the trade in the shares executed on the tZERO ATS will be submitted by Apex to
tZERO ATS charges Dinosaur a 1% fee (the “Fee”) for both executed buy and sell orders to transact on tZERO ATS. Dinosaur currently charges its customers a discretionary fee to trade on the tZERO ATS, which as of
tZERO ATS will not charge any fees to new ATS-executing broker-dealers that subscribe directly to the tZERO ATS in April or May of 2020 for the first six months from the date of subscription. After the expiration of the initial six-month subscription period, tZERO ATS will charge these ATS-subscribing broker-dealers the same Fee that it charges Dinosaur. Any new ATS-executing broker-dealer will have the discretion to charge its customers a fee for transacting on the tZERO ATS. Market makers will receive from tZERO ATS a rebate of 25 basis points if the transaction provides liquidity or pay to tZERO ATS a 75 basis point fee if the transaction reduces liquidity.
Neither Overstock nor Computershare will charge investors a fee to receive the Dividend or to transfer the Series A-1 shares into an ATS-executing brokerage account. If an investor in a beneficial holder capacity elects to re-register their Series A-1 shares directly with Overstock, on Computershare’s books and records, there will be a fee of
Series A-1 Price Information
OATS and ORF Reporting
The Series A-1 is an Order Audit Trail System (“OATS”) reportable security. It is also an OTC Reporting Facility (“ORF”) and Consolidated Audit Trail reportable security. tZERO
IRA and 401(k) Accounts
Currently, neither Dinosaur nor Apex is authorized to be a custodian for individual retirement accounts (“IRAs”) or 401(k) accounts. Authorized custodians are able to create an account with Dinosaur solely for execution purposes in order to sell Series A-1 shares.
Registered mutual funds should value the Dividend consistent with the Investment Company Act of 1940 and
We do not plan to offer any accommodations to broker-dealers, and we will not alter the Dividend to distribute it in another form other than its present form.
Please refer to the Risk Factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended
The Company has also published a list of frequently asked questions (FAQs) to supplement this press release, which is available at https://www.overstock.com/dividend. For questions regarding account setup with Dinosaur, please email the Dinosaur team directly at firstname.lastname@example.org. For questions regarding the tZERO ATS, contact email@example.com. For all other questions, please contact the Overstock Investor Relations team at firstname.lastname@example.org.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Series A-1 by Overstock and its subsidiaries and affiliates, or by Dinosaur, and no offer, solicitation or sale of the Series A-1 shall be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended. Offers, solicitations and sales of the Series A-1 will be made only by means of a prospectus supplement and the accompanying prospectus, forming a part of an effective registration statement.
Investors should note that trading the Series A-1 shares could involve substantial risks, including no guarantee of returns, costs associated with selling and purchasing, no assurance of liquidity which could impact the price and ability to sell, and possible loss of principal invested.
No Offer, Solicitation, Investment Advice or Recommendations
This press release is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recommendation for any security, nor does it constitute an offer to provide investment advisory or other services by Overstock or any of its affiliates, subsidiaries, officers, directors or employees, or by Dinosaur. No reference to any specific security constitutes a recommendation to buy, sell or hold that security or any other security. Nothing in this press release shall be considered a solicitation or offer to buy or sell any security, future, option or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained in this press release constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed in this press release should not be taken as advice to buy, sell or hold any security. In preparing the information contained in this press release, we have not taken into account the investment needs, objectives and financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors. Any views expressed in this press release by us were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances.
O®, Overstock.com®, O.com®, Club O®, Main Street Revolution®, and Worldstock® are registered trademarks and service marks of
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to the expected DTC-eligibility of the Series A-1, DTC procedures, establishment of an ex-dividend date by NASDAQ, the trading market for the Series A-1, actions anticipated to be taken by market participants in connection with the Dividend and the trading of the Series A-1, the ability of Dinosaur to handle new account openings and the trading capabilities of tZERO ATS. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company’s Annual Report on Form 10-K for the fiscal year ended
tZERO Group, Inc. (“tZERO”) is an indirectly-held majority-owned subsidiary of
tZERO is not a registered broker-dealer, funding portal, underwriter, investment bank, investment adviser or investment manager, and is not providing brokerage, investment banking or underwriting services, recommendations or investment advice to any person, and does not provide any brokerage services. tZERO takes no part in the negotiation or execution of secondary market transactions for the purchase or sale of securities and at no time has possession of investor funds or securities in connection with such transactions.
Source: Overstock.com, Inc.