We encourage you to read the in-depth study recently published by SecondMarket relating to the state blue sky exemptions available for private, or secondary, transfers by stockholders.  The study is available here:

https://www.secondmarket.com/education/wp-content/uploads/2013/02/SecondMarket-Blue_Sky_Report.pdf.  The study makes clear that there are significant inconsistencies in the exemptions that are available for private resales of securities by existing securityholders.  Of course, the JOBS Act is likely to encourage private companies to conduct more private rounds of financing prior to undertaking an IPO, and stockholders in these companies will look to private secondary markets for liquidity opportunities.  As private financing becomes more significant, facilitating liquidity opportunities is a high priority, and a uniform approach at the state level for secondary transfers would be an important step toward facilitating capital formation.