Category: Form 144

What is an Affiliate in Relation to Rule 144

The SEC states that, “An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or ‘affiliate,’ you take restricted securities, even if they were not restricted in the affiliate’s hands.”

Further information can be found in this SEC article: Rule 144: Selling Restricted and Control Securities.

When Does Form 144 Need to be Filed

This Form must be filed with the SEC by an affiliate of the issuer as a notice of the proposed sale of securities in reliance on Rule 144, when the amount to be sold under Rule 144 by the affiliate during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000. A person filing a Form 144 must have a bona fide intention to sell the securities referred to in the Form within a reasonable time after the filing of the Form.

Beginning April 13, 2023, all Forms reporting the sale of securities of reporting companies must be filed electronically on the SEC’s EDGAR database.

SEC Changes Effective Filing Time for Form 144

The SEC announced today that “Forms 144 and 144/A will be included among the submission types that can be submitted, accepted, and disseminated until 10:00 P.M. Eastern time. Consequently, if the Form 144 is received on a business day (from 6:00A.M. to 10:00P.M. Eastern time), the filing date will be the date it is submitted. See Chapter 3 (Index to Forms) of the EDGAR Filer Manual, Volume II: EDGAR Filing.”

Mandatory use of EDGAR system to file Form 144 begins April 13, 2023.

Reminder! – Affected filers must comply with the Form 144 electronic filing requirement beginning April 13, 2023

Pursuant to recent SEC amendments, certain Form 144 filings must be made on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. By April 13, 2023, affected filers must have transitioned from paper to electronic filing of Form 144. During this transition period, affected filers must ensure that they have an EDGAR account. 

The electronic filing requirement applies to all Form 144 filings, except for reports related to securities of issuers that do not file 1934 Act reports with the SEC on EDGAR.  

Apply for an EDGAR account
Reporting persons who do not have EDGAR accounts should apply for access to EDGAR as soon as possible, and well before compliance is required on April 13, 2023. Applications are not automatically granted and staff may have questions about your application.

If you need help in applying for EDGAR access codes, you may contact us to help you with this process.

Form 144 Electronic Filing Compliance Date

Pursuant to recent SEC amendments, certain Form 144 filings must be made on the SEC’s EDGAR system.  Affected filers have until April 13, 2023 to transition from paper to electronic filing of Form 144. During this transition period, affected filers must ensure that they have an EDGAR account. 

Apply for an EDGAR account
Reporting persons who do not have EDGAR accounts should apply for access to EDGAR as soon as possible, and well before the compliance deadline of April 13, 2023. Applications are not automatically granted and staff may have questions about your application. Please contact us if you need help acquiring EDGAR access codes.

If you have questions about whether you are required to file a Form 144, please contact the Division of Corporation Finance’s Chief Counsel Office at (202) 551-3500, option 4.

The Definition of Person for Rule 144 Filings

The term person when used with reference to a person for whose account securities are to be sold in reliance upon this section includes, in addition to such person, all of the following persons:

(i) Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;

(ii) Any trust or estate in which such person or any of the persons specified in paragraph (i) of this section collectively own 10 percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and

(iii) Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in paragraph (i) of this section are the beneficial owners collectively of 10 percent or more of any class of equity securities or 10 percent or more of the equity interest.