It almost sounds like you're trying to describe restricted shares (Rule 144 stock). If that's the case, here's a quote from the SEC's website about it. This is what your explanation seems to be covering:
What Are Restricted and Control Securities?
Restricted securities are securities acquired in unregistered, private
sales from the issuing company or from an affiliate of the issuer.
Investors typically receive restricted securities through private
placement offerings, Regulation D offerings, employee stock benefit
plans, as compensation for professional services, or in exchange for
providing "seed money" or start-up capital to the company. Rule
144(a)(3) identifies what sales produce restricted securities.
Control securities are those held by an affiliate of the issuing
company. An affiliate is a person, such as an executive officer, a
director or large shareholder, in a relationship of control with the
issuer. Control means the power to direct the management and policies
of the company in question, whether through the ownership of voting
securities, by contract, or otherwise. If you buy securities from a
controlling person or "affiliate," you take restricted securities,
even if they were not restricted in the affiliate's hands.
If you acquire restrictive securities, you almost always will receive
a certificate stamped with a "restrictive" legend. The legend
indicates that the securities may not be resold in the marketplace
unless they are registered with the SEC or are exempt from the
registration requirements. Certificates for control securities usually
are not stamped with a legend.
If you want to read more, check out this page from the SEC site.
I hope this is helpful to you. And it might be a good idea to keep your question(s) a bit shorter and more focused, my friend. You'll get a better reception from readers. Maybe you understand what you're asking, but others may not.
Good luck!
