What US SEC - 17 CFR 230.144 Persons Deemed Not to be Engaged in a Distribution (Rule 144 Resale of Restricted and Control Securities) requires
17 CFR 230.144 titled 'Persons deemed not to be engaged in a distribution and therefore not underwriters' is the principal SEC safe harbor under section 4(a)(1) of the Securities Act of 1933 permitting public resale of restricted and control securities without registration if specified conditions are met. Paragraph (b) establishes the safe-harbor framework: a person who satisfies all applicable conditions in paragraphs (c) through (h) is deemed not to be engaged in a distribution and therefore not an underwriter for purposes of section 2(a)(11) of the Act. Paragraph (c) requires current public information about the issuer (for reporting issuers, the issuer must have been subject to the reporting requirements of section 13 or 15(d) for at least 90 days prior with all required filings current; for non-reporting issuers, the public information requirements of Rule 15c2-11 or specified SEC insurance disclosure requirements apply). Paragraph (d) imposes the holding period: 6 months for restricted securities of reporting issuers, 12 months for restricted securities of non-reporting issuers, with the clock starting when the full purchase price or other consideration is paid. Paragraph (e) imposes volume limitations on affiliate sales: in any three-month period, the amount sold may not exceed the greater of 1 percent of the outstanding shares of the class or the average weekly trading volume during the four calendar weeks preceding the filing of the notice on Form 144. Paragraph (f) requires that affiliate sales occur in brokers' transactions, directly with market makers, or in riskless principal transactions. Paragraph (h) requires affiliates to file Form 144 with the SEC at the time of placing the sell order with the broker (concurrent with) whenever sales exceed 5,000 shares or $50,000 in aggregate sales price in any three-month period. Non-affiliates after holding restricted securities for the required period and meeting the current-public-information requirement may resell freely without the volume, manner-of-sale, or notice conditions; after one year, non-affiliates may resell freely without any of the conditions.
Pillar: Banking & Global Finance · Authority: US Securities and Exchange Commission · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/section-230.144
SHA-256 integrity: 1635183a1218a1e689b3aa104f39994040aafce0f9ed121a6c573b8086702fc4
Primary Citations — 9 traced to source
- 17 CFR 230.144 - Persons deemed not to be engaged in a distribution and therefore not underwriters - regulatory text at https://www.ecfr.gov/current/title-17/section-230.144
- 17 CFR 230.144(b) - safe harbor satisfaction of paragraphs (c) through (h) makes the seller deemed not to be engaged in a distribution and therefore not an underwriter for section 2(a)(11) purposes
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