Affiliate -- Reporting Company Old Rule New Rule One-year holding period Subject to Issuer current in reporting Volume limitations Manner of sale restrictions [more...]
Overview Summary chart of changes SEC Releases Final 2007 Proposal 2007 Proposal 1997 Comment letters Proposals not adopted Tolling for hedging Form 4 coordination Eliminated rules Conforming changes [more...]
Overview Changes Effective 2.15.08 SEC adopts sweeping changes to Rules 144 and 145 Summarized under Specific Changes below Links go to dedicated webpages for the specific rules Also see Rule 144 - Rule 145 Index Changes adopted at SEC Open Meeting: 11.15.07 See Final release 33-8869 below See Proposal release 33-8813 below [more...]
Annotated Form 144 Notice Of Proposed Sale Of Securities Pursuant To Rule 144 Under The Securities Act Of 1933 Instructions Attention: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. See the definition of " person " in paragraph (a) of Rule [more...]
Summary Rule 144 Safe harbor for the resale of restricted securities and control securities Permits persons who hold such securities to publicly sell them without registration and without being deemed underwriters, if certain conditions are satisfied Restricted securities generally are securities issued in non-public offerings [more...]
Private Resales of Securities to Institutions Rule 144A Text of Rule Preliminary notes Definitions Sales by persons other than issuers or dealers Sales by dealers Conditions to be met Non-exclusive SEC Releases SEC Release 33-6862 1990 SEC Release 33-6963 1992 SEC FAQs Telephone Manual 1999 SEC No-action [more...]
Overview Definitions for Rules 144 and 145 Official CFR sources e-CFR 2007 CFR CFR doesn't yet reflect 2008 Changes Rule 144 Definitions 144(a)(1) Affiliate An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under [more...]
Reporting Company Affiliate Non-affiliate* Six-month holding period Subject to: Issuer current in reporting Volume restrictions Manner of sale restrictions Form 144 filing Six-month holding period Before expiration of one year, subject to: Issuer current in reporting No restrictions after one year [more...]
Overview Rule 144(c) provides one of the conditions to use of Rule 144 Specifies the information about the issuer that must be publicly available For other conditions, see Rule 144: Conditions to Use For reporting companies Current public information is deemed available if the issuer has been subject to the Exchange Act reporting requirements for [more...]
Overview Rule 144(d) provides one of the conditions to use of Rule 144 Specifies the required holding period for purposes of Rule 144 For other conditions, see Rule 144: Conditions to Use 2008 Changes Rule 144(d) was amended in 2007 See 2008 Changes Rule 144(d)(1)(i) shortens the holding period for restricted [more...]
Overview Rule 144(e) is one of the conditions to use of Rule 144 The volume limitation For other conditions, see Rule 144: Conditions to Use Requirements Amount of securities sold in a three-month period can't exceed the greater of 1% of the shares or other units of the class outstanding, as shown by the most recent report or statement published [more...]
Overview Rule 144(f) is one of the conditions to use of Rule 144 The manner of sale condition Only applies to affiliates For other conditions, see Rule 144: Conditions to Use Requirements Securities must be sold in brokers transactions or in transactions directly with a market maker Rule 144(g) defines broker's transactions for this purpose [more...]
Current form Effective until 2.15.08 New form Effective 2.15.08 Annotated form Effective 2.15.08 Overview Rule 144(h) requires filing of Form 144 Notice of Proposed Sale One of the conditions to use of Rule 144 For other conditions, see Rule 144: Conditions to Use After the Feb 2008 changes [more...]
Rule 144 Preliminary note 144(a) 144(b) 144(c) 144(d) 144(e) 144(f) 144(g) 144(h) 144(i) Rule 145 [more...]
Rule 144 Overview Rule 144 Safe harbor for the resale of restricted securities and control securities that relies on the Securities Act §4(1) exemption Permits persons who hold such securities to publicly sell them without registration and without being deemed underwriters, if certain conditions are satisfied Restricted securities [more...]
Overview M&A analogue to Rule 144 Rule 145(a) provides that exchanges of securities in connection with reclassifications of securities, mergers, consolidations or transfers of assets that are subject to a shareholder vote constitute sales of those securities So that, unless an exemption is available, the securities must be registered under [more...]