Scope and Application
Rule 144 is a unique feature of the securities laws, allowing sellers of securities to resell restricted or control securities without registering the same with the SEC if the conditions specified therein are fulfilled. Thus, it provides a safe harbor to sellers as well as buyers.
It comprises a preliminary note and additional eleven paragraphs that lay down the terms and conditions required to enjoy the exemption provided within this rule. Rule 144 is applying to all sellers, including the issuer of securities, underwriters, and dealers. In addition, it applies to both affiliate and non-affiliate shareholders. It is, however, not available to shell companies or any entity that was previously a shell company. One may use it in domestic as well as non-domestic markets, i.e., markets outside the U.S.
Rule 144 outlines certain conditions which must be fulfilled to qualify for an exemption for the resale of restricted and control securities. These conditions are different for affiliates and non-affiliates.
The general conditions that must be fulfilled to qualify for an exemption under rule 144 are as follows:
Holding period: This is the time for which the issuer must hold the securities before reselling. A reporting company, i.e., a company that is subject to report the registration requirements of SEC, has a holding period of at least six months. In contrast, a non-reporting company has a holding period of at least one year.
Current public information: The latest and adequate information regarding the security issuer must be available to the public.
Volume limitation: For three months, an affiliate can sell up to 1% of outstanding shares for a company, will over-the-counter securities. As for a listed company, an affiliate can sell either the greater of 1% of outstanding shares or the average trading volume reported weekly for the four weeks that precede the filing of a notice of sale.
Manner of sale: The securities must be sold in unsolicited brokersâ€™ transactions, riskless principal transactions, and direct transactions must work with market makers.
Notice of sale: An affiliate who intends to make a sale of either 5,000 shares or securities with a value exceeding $50,000 within three months is required to file a notice of Form 144 with the SEC.
In the case of non-affiliates, if the non-affiliate seller has held onto the securities for a period exceeding 12 months, they can sell the securities without having to comply with the conditions specified under rule 144.
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