1700 Palm Beach Lakes Blvd, Suite 820

West Palm Beach, FL

(800) 341-2684

Call Toll Free

Contact us

Online Inquiries 24/7

Laura Anthony Esq

MAKE VALUED ALLIANCES

Rule 144(d)(3)(ii)

Rule 144 – A Deep Dive – Part 6 – Manner Of Sale & Form 144 Notice Filings

In this sixth and final installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule covering manner of sale requirements and the filing of a Form 144 for affiliates.  In the first installment, I provided a high-level review of Rule 144 – see HERE ; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; in the third I reviewed the current public information requirements – see HERE;   in the fourth I covered holding periods – see HERE; and in the fifth I covered limitations on the amount of securities that can be sold – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is

Read More »

September 16, 2025

Rule 144 – A Deep Dive – Part 4 – Holding Period

In this fourth installment of my series on Rule 144, I will continue discussing the various conditions for the use of the Rule, including the meaty holding period requirements.  In the first installment, I provided a high-level review of Rule 144 – see HERE; in the second, I discussed definitions including the impactful “affiliate” definition – see HERE; and in the third I reviewed the current public information requirements – see HERE.

Conditions for Use of Rule 144

                General

Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer is or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and (iii) no shell status ineligibility.  The high-level Rule 144 requirements for affiliates (i.e.

Read More »

September 2, 2025

Rule 144 – A Deep Dive – Part 3 – Current Public Information

In this third installment of my series on Rule 144, I will begin discussing the various conditions for the use of the Rule, including the current public information requirement.  In the first installment, I provided a high-level review of Rule 144 – see HERE and in the second, discussed definitions including the impactful “affiliate” definition – see HERE.

Conditions for Use of Rule 144

                General

As set out in the first blog in this series, Rule 144 provides certain conditions that must be met by selling affiliates and selling non-affiliates which conditions vary depending on whether the Issuer of the securities is a reporting or non-reporting company and whether the Issuer or ever has been a shell company.  The high-level Rule 144 requirements for non-affiliates include: (i) holding period; (ii) availability of current public information; and (iii) no shell status ineligibility.  The high-level Rule 144 requirements for affiliates (i.e. holders of control securities) include: (i) holding

Read More »

August 26, 2025

Rule 144 – A Deep Dive – Part 2 – Definitions

Last week I published a high-level review of Rule 144 – see HERE.  This week, I will begin the deep dive discussion of the numerous intricacies of this very important rule, starting with definitions.

Rule 144 Definitions

Rule 144 only has four definitions, but there is a lot to discuss on each of these definitions.

Affiliate

Rule 144 sets forth different conditions for sellers that are “affiliates” or a person that has been an affiliate in the past 90 days then for those that are non-affiliates.  Sales by affiliates always require that a company have current public information, are subject to volume limitations (the drip rules), are subject to manner of sale requirements (sales must be made through a broker-dealer) and require the filing of a Form 144.  Sales by non-affiliates only require current public information when effectuated after six months but prior to a one year holding period and are never subject to the volume limitations,

Read More »

August 19, 2025

Rule 144 – A Deep Dive – Part 1

It has been ten years since I summarized Rule 144 (see HERE), and at that time it was a very high level overview, not a deep dive into the numerous intricacies of the rules application.  Rule 144 is likely the most oft used rule by founders, private investors, early investors, affiliates and insiders, and merger/reverse merger participants, and as such deserves some focus.

I will start this blog series with a high-level overview of Rule 144 and then unpack the numerous individual requirements in the following editions.

Rule 144 – Basic Overview

As I repeat again and again, every offer or sale of securities must either be registered or have an available exemption from registration.  Rule 144 promulgated under the Securities Act of 1933 (“Securities Act”) sets forth certain requirements for the use of Section 4(a)(1) for the sale of restricted or control securities by an existing shareholder.  Control securities are those securities held by an affiliate of

Read More »

August 12, 2025

SEC Proposes Amendments To Rule 144

I’ve been at this for a long time and although some things do not change, the securities industry has been a roller coaster of change from rule amendments to guidance, to interpretation, and nuances big and small that can have tidal wave effects for market participants.  On December 22, 2020, the SEC proposed amendments to Rule 144 which would eliminate tacking of a holding period upon the conversion or exchange of a market adjustable security that is not traded on a national securities exchange.  The proposed rule also updates the Form 144 filing requirements to mandate electronic filings, eliminate the requirement to file a Form 144 with respect to sales of securities issued by companies that are not subject to Exchange Act reporting, and amend the Form 144 filing deadline to coincide with the Form 4 filing deadline.

The last amendments to Rule 144 were in 2008 reducing the holding periods to six months for reporting issuers and one year

Read More »

December 29, 2020

Categories

Contact Author

Laura Anthony Esq

Have a Question for Laura Anthony?