Who Does Rule 144 apply to?
Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (“affiliate”) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.
How long is a Form 144 valid for?
Form 144 Filing Requirement The Form 144 is valid for three months. A new form must be filed if the affiliate intends to sell stock after this three-month period expires.
Are 144 filings public?
Form 144s are public filings; however, the vast majority of forms are not available on EDGAR as they are filed on paper with the SEC.
What is a Rule 144 opinion letter?
Typically, the Federal Securities Act of 1993 requires that stock and securities are registered with the SEC before they can be sold. Rule 144 allows for the public resale of restrictive securities if specific conditions are met, under a “safe harbor” exemption for sellers.
Do non affiliates file Form 144?
The Commission raised the Form 144 filing thresholds so that affiliates must file Form 144 if their proposed sales in reliance on Rule 144 within a three-month period exceed 5,000 shares or $50,000. Non-affiliates no longer need to file Form 144.
Who can purchase Rule 144 securities?
Rule 144(f) allows securities to be sold directly to market makers, as that term is defined in Section 3(a)(38) of the Exchange Act. The market maker exception will apply only if the market-making firm purchases the Rule 144 securities as principal.
What Is The Only Rule 144 requirement that applies to resales of restricted securities by Nonaffiliates?
held for at least one year may be freely resold by nonaffiliates without having to comply with any other Rule 144 condition. the threshold that triggers the requirement to file a Form 144 has been raised from 500 shares or $10,000 to 5,000 shares or $50,000.
Who is considered an affiliate under Rule 144?
Rule 144 at (a)(1) defines an “affiliate” of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.”