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F R E Q U E N T L Y A S K E D Q U E S T I O N S 114A.pdf
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F R E Q U E N T L Y A S K E D Q U E S T I O N S
A B O U T R U L E 1 4 4 A N D R U L E 1 4 5
Understanding Rule 144 under
the Securities Act of 1933
What is Rule 144?
Rule 144 permits public resales of the following,
without having to register the resale with the Securities
and Exchange Commission:
• unregistered securities acquired directly from an
issuer, referred to as “restricted” securities, and
• unrestricted securities held by affiliates of the issuer,
referred to as “control” securities.
See “What are restricted securities?” and “What are
control securities?”
A person selling restricted securities or control
securities who satisfies all applicable conditions of
Rule 144 in connection with the transaction is deemed
not to be an “underwriter” as defined in Section 2(a)
(11) of the Securities Act, and therefore may rely on the
• Holding period. A six-month holding period is
required for “restricted securities” of an issuer that
has been a reporting company for at least 90 days. A
one-year holding period is required for “restricted
securities” of a non-reporting company. See “Rule
144(d) - Holding Period Requirement” and “What
are restricted securities?”
• Volume limitation. The amount of securities that
can be sold in any three-month period for listed
companies is limited to the greater of (i) one percent
of the shares or other units of that class outstanding,
or (ii) the average weekly trading volume during
the four calendar weeks preceding the filing of a
Form 144, or if no such notice is required, the date
of receipt of the order to execute the transaction. The
amount of securities that can be sold in any threemonth
period for companies with over-the-counter,
or OTC, securities is limited to one percent of the
shares or other units of that class outstanding. See
“Rule 144(e) - Limitation on Amount of Securities
Sold.” Rule 144 also has an alternative volume limit
of up to 10% of the tranche (or class) outstanding for
debt securities.
• Manner of sale. Equity securities (but not debt
securities) must be sold in unsolicited “brokers’
transactions,” directly to “market makers,” or in
“riskless principal transactions.” See “Rule 144(f)
and (g) - Manner of Sale Requirements.”
• Notice of sale. The seller must file a Form 144 with
the SEC at the time the sell order is placed with the
broker if the seller is an affiliate and intends to sell
during any three-month period more than 5,000
shares or securities with a value in excess of $50,000.
See Rule 144(h).
Section 4(1) exemption for the resale of securities. See
“What are the basic requirements of Rule 144?”
The SEC amended Rule 144 effective February
15, 2008. The amendments reduce the restrictions
on unregistered resales of securities into the public
markets.
What are the basic requirements of Rule 144?
There are five basic requirements of Rule 144, although
not all requirements apply to every sale, as discussed
below:
• Current public information. Specified current
information concerning the issuer must be publicly
available. See “Rule 144(c) - Current Public
Information Requirement.”
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