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10b5-1 Preset Diversification Program Plan

A Smart Solution for a Common Dilemma

Corporate executives frequently come into possession of material non-public information and face quarterly or special blackout periods that restrict market access for trading their company stock. As a result, they’re often left with narrow windows—and, sometimes, unpredictable opportunities—to execute transactions.

Morgan Stanley’s 10b5-1 Preset Diversification Program® (PDP) was specifically designed to address these issues. By adopting a PDP, you gain an affirmative defense against claims of insider trading and can structure a trading schedule that aligns your need for personal liquidity or diversification with your timing requirements (such as the vesting dates for stock options and restricted stock plans). What’s more, our industry-leading platform and separate-desk structure support the affirmative defense that Rule 10b5-1 offers.

Specialized Resources Focsed on You

Our team of 10b5-1 PDP specialists works closely with your Financial Advisor to structure, draft and adopt a 10b5-1 trading plan. This process puts diversification on autopilot and provides discipline during market fluctuations—all while supporting you in the pursuit of your investment objectives.

Once adopted, your plan will be executed by our dedicated 10b5-1 PDP trading desk, a team of traders focused solely on 10b5-1 plans. By keeping our specialists and traders separate and distinct from your Financial Advisor and associates, we ensure that EFS will handle your unique needs while providing you immediate open lines of communication to your Financial Advisor.

When you work with our specialized team and set up a 10b5-1 plan, you gain these important advantages:

  • An affirmative defense against potential claims of insider trading
  • Access to public markets without regard to corporate blackout periods
  • Diversification that reduces risks associated with a concentrated equity position
  • Filing of required Rule 144 forms on your behalf
  • Prompt execution notification to facilitate Section 16 filing requirements
     

Leadership

We've been ranked No. 1 10b5-1 for the past 13 years*

Experience

Our EFS team has an average of over 10 years of 10b5-1 trading plan experience

Service

We have executed more than 30,000 plans for more than 1,600 issuers.

Scope

Our clients include a diverse range of companies whether viewed by market cap, industry sector or stage in the corporate lifecycle.

​Morgan Stanley’s experience, service focus and business model has translated into a #1 1 rank for 2005 – 2017 based on total notional value of shares filed on Form 144 pursuant to Rule 10b5-1 trading plans

  • Since the adoption of SEC Rule 10b5-1(c) in August of 2000, Morgan Stanley’s 1 proprietary PDP Trading Desk has:
    • Monetized over $84.2Bn in sales (1.85Bn + shares) pursuant to Rule 10b5-1
  Value ($Bn) Total (%)
Top 10 Total 245.09 85.34
Total
287.21 100.00

1 Reprinted with the permission of Washington Service. 301-913-5100 — www.washingtonservice.com. The Washington Service tracks insider trade information filed with the Securities & Exchange Commission. The above data is compiled by the Washington Service from Form 144 filings in the period from 2/1/2005 to 12/31/2017. Data from the period 2/1/2005 to 5/31/2009 reflects the formerly separate businesses of the Global Wealth Management Group of Morgan Stanley & Co. LLC and the Smith Barney division of Citigroup Global Markets Inc. that now form Morgan Stanley Smith Barney LLC. This data also includes transactions from Morgan Stanley & Co. LLC. Information contained herein was obtained from sources believed reliable but the accuracy and completeness thereof cannot be guaranteed. Information contained herein is subject to change.


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Put Your Wealth to Work

If you find that your wealth is disproportionately weighted in company stock or the restrictions placed on the sale of your shares are limiting your personal financial growth, we offer strategic guidance and sophisticated strategies to help you gain greater access to your wealth.

We look forward to answering specific questions you may have about our Executive Financial Services platform. Please reach out to your Morgan Stanley Financial Advisor, who will be glad to walk you through the critical steps to access our specialized guidance and tailored solutions. You also can contact EFS directly at executivefinancialservices@morganstanley.com

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