What is the purpose of a Rule 144 filing?
Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.
What is a Section 144 filer?
Form 144, required under Rule 144, is filed by a person who intends to sell either restricted securities or control securities (i.e., securities held by affiliates. Form 144 is notification to the SEC of this intention to sell and must take place at the time the sell order is placed with the broker-dealer.
Where do I file Form 144?
the SEC
Form 144 must be filed with the SEC at the time the sell order is placed with the broker if the seller is an affiliate and intends to sell more than 5,000 shares or securities with a value in excess of $50,000.
Who Does Rule 144 apply to?
public securities market
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.
Who is 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.”
What is a Rule 144 opinion letter?
A standard form to be used as a starting point for drafting an opinion to an issuer’s transfer agent in connection with a sale by an affiliate of the issuer of restricted stock in reliance on the safe harbor from registration under the Securities Act of 1933 provided by Rule 144 under the Securities Act.
How long do you have to file Form 144?
six months
Rule 144 requires a selling security holder to hold shares of a reporting company for six months after the securities are fully paid for.
What is a Rule 145 transaction?
Rule 145 is an SEC rule that allows companies to sell certain securities without first having to register the securities with the SEC. This specifically refers to stocks that an investor has received because of a merger, acquisition, or reclassification.
What is a DEF 14A?
Also called a “definitive proxy statement,” Form DEF 14A is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders’ meeting. It’s most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting.
What is a 144 legal opinion?
What is the Rule 144 holding period?
Rule 144 requires a selling security holder to hold shares of a reporting company for six months after the securities are fully paid for.