concurring in part, dissenting in part:
I agree with the majority that the district court did not err in determining that Medley’s sale of stocks acquired in the Golden Chain transaction violated the Securities Act. I dissent from part II.B of the majority, however, because Medley’s activities in the M & A West/Buffalo Capital and Digital Bridge/Black Stallion transactions were protected by the safe harbor in 17 C.F.R. § 230.144(k). The majority’s interpretation of Rule 144(k) sacrifices the plain language of the regulation to general policy goals that the SEC failed to express in its own regulations. Such an approach is manifestly unfair to the regulated community, which is entitled to structure its affairs in reliance on the plain language of a safe harbor regulation. The SEC is free to amend and clarify its regulations to ensure that the safe harbor is used in a manner consistent with its goals.1
*1056The majority correctly lays out the applicable law. Rule 144(k) provides a safe harbor from the general prohibition on the sale of unregistered, restricted securities. A seller qualifies for the safe harbor if (i) the seller is not an affiliate of the issuer at the time of the sale and was not an affiliate of the issuer during the three months prior to the sale, and (ii) a period of at least two years has elapsed since the securities were last acquired from the issuer or an affiliate of the issuer. 17 C.F.R. § 230.144(k). The word “affiliate” is defined by Rule 144(a)(1) as follows: “[a]n affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.” The time period during which any previous owner held the securities counts towards the two-year requirement, allowing the seller to tack his holding period to the prior owner’s period. However the two-year clock resets every time the securities are acquired from an issuer or an affiliate of the issuer. § 230.144(k).
Medley did not wait two years before selling his shares, so he qualifies for the Rule 144(k) safe harbor only if he can validly tack his holding period onto the previous owners’ holding periods. He cannot use tacking to meet the two-year requirement if the previous owners were affiliates of the issuer at the time Medley acquired his shares. § 230.144(k). Therefore, the key question in this case is whether the persons who transferred their shares to Medley were “affiliates” as defined by Rule 144(a)(1) at the time Medley acquired those shares.
With respect to the M & A West and Digital Bridge transactions, the parties do not dispute that the persons who transferred their shares to Medley did not meet the definition of “affiliate” during the stage of the transaction in which Medley acquired those shares. After the Reorganization and Stock Purchase Agreement was implemented, the transferors resigned and were no longer officers or directors of the corporations, and their shares had been diluted so they no longer had control of the corporations. In light of the interlocking nature of these agreements in the reverse merger transaction, and in light of the SEC’s policy goals, the majority simply asserts that because the prior owners of the securities were affiliates when the original Reorganization and Stock Purchase Agreement was signed, they are deemed to be affiliates during a subsequent stage in the transaction when a third party acquires those shares. Under this interpretation, it may be irrelevant whether the person who ultimately acquires the securities was even a party to the transaction. For example, in this case, nothing in the record establishes that Medley or his nominee even signed the initial Reorganization and Stock Purchase Agreements.2
The plain language of Rule 144(k) provides no support to the majority’s interpretation. Rule 144(k) provides a safe harbor when “a period of at least two years has elapsed since the later of the date the *1057securities were acquired from the issuer or from an affiliate of the issuer.” The majority does not assert that Medley “acquired” the securities at the time the owners entered into the Reorganization and Stock Purchase Agreement. Nor could it: Using words in their natural sense,3 Medley did not acquire the shares at issue until he had actual possession or control of them, which took place after the transfer-ors in the M & A West and Digital Bridge transactions ceased to be affiliates. As mentioned above, the parties do not dispute that the transferors in the two transactions did not meet the definition of “affiliate” in Rule 144(a) during the stage of the transaction in which Medley acquired the securities. In fact, the majority’s interpretation is untethered to any language in the applicable regulations or statutes; and is not based on any authoritative interpretation by the SEC to which we must defer. In my view, this interpretive approach is not reasonable.
SEC v. Cavanagh, 445 F.3d 105 (2d Cir.2006), does not support the majority’s interpretation of Rule 144(k). Cavanagh interpreted Section 4(1), 15 U.S.C. § 77d(l), not Rule 144(k). Section 4(1) provides that Section 5’s registration provisions do not apply to “transactions by any person other than an issuer, underwriter, or dealer.” In interpreting this language, Cav-anagh held that a multi-stage transaction counted as a single “transaction” for purposes of qualifying for an exemption to sell unregistered securities. Cavanagh’s interpretation of the word “transaction” in Section 4(1) may be reasonable, but its analysis cannot help us construe the word “acquired” in Rule 144(k). The majority has borrowed the holding in Cavanagh while jettisoning the reasoning that led up to it.
Because Medley established that he qualified for the safe harbor in Rule 144(k) for the M & A West and Digital Bridge transactions, I would reverse the district court’s grant of summary judgment and disgorgement with respect to those transactions. I otherwise concur in the majority opinion.
. Indeed, the SEC has done just that. Shortly after this appeal was argued, the SEC substantially revised Rule 144, 17 C.F.R. § 230.144. See Revisions to Rules 144 and *1056145, Exchange Act Release No. 33-8869 (December 6, 2007). New Rule 144(i)(l) makes Rule 144 unavailable, with limited exceptions not at issue in this case, to issuers that have at any time had “(A) No or nominal operations; and (B) Either: (1) No or nominal assets; (2) Assets consisting solely of cash and cash equivalents; or (3) Assets consisting of any amount of cash and cash equivalents and nominal other assets.” While the parties have not briefed the subject, this revised regulation appears to target the precise sort of reverse merger transactions at issue here.
. While the majority is correct that the record contains subsequent agreements related to Medley's acquisition of the shares, maj. op. at 1053 n. 11, the majority does not dispute that nothing in the record establishes that Medley or his nominee signed the initial Reorganization and Stock Purchase Agreements.
. "Acquired” is not defined in Rule 144, or in any related rules or statutes. Therefore, we look to the common sense meaning of the word, including dictionary definitions. See United States v. Pearson, 274 F.3d 1225, 1231 n. 6 (9th Cir.2001). Dictionary definitions of "acquire” include "[t]o gain possession or control of; to get or obtain,” Black's Law Dictionary 25 (8th ed.2004), and “to come to have as one’s own; get possession of,” Webster’s New World College Dictionary 12 (4th ed.2005).