restricted or not .... obviously doesn't make a lot of difference. look how mr. pryors lawyers use the fact that they were bought NOT in the United States use it against a shareholder :

In the present case, the Plaintiff is a citizen and resident of xxxx. (Exhibit A, ¶ 7). It is undisputed that none of the Defendants’ stock were ever listed on a domestic stock exchange.
As evident in the Amended Complaint, the only possible stock transactions occurred in Europe, specifically Spain and Amsterdam, not the United States. (Exhibit A, ¶ 35) . In view of Plaintiff’s failure to comply with Morrison’s bright line test, and because Section 10(b) and Rule 10b-5 have no extraterritorial effect, Plaintiff fails to, and cannot, state a claim for which relief can be granted under the Exchange Act.....

i'd say: who cares where they were sold, he got the money, right? legalese ... but probably not in front of a jury, that is what they try to avoid .....

stay tuned ....