Per @twoodfin&#x27;s comment that is just a qualified investor restriction on <i>buying</i> the shares. It is a good thing. Since employees are selling common stock rather than preferred, they won&#x27;t get the same price as the current valuation anyway, but it could let them capture some of the value that is going only to investors now. As I mentioned elsewhere the biggest losers in this unicorn bubble are employees (and to a lesser extent founders) who won&#x27;t see any value for their common stock in a wind down of a former unicorn. Having the ability to cash in when the market is irrational (assuming they do) would give them an out.