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Rule 144 letter


Rule 144 Seller's Representation Letter: Affiliate Sale of Restricted or Control Securities. A standard form to be used as a starting point for drafting a representation letter to be delivered by an affiliate seller of restricted securities in reliance on Rule 144 under the Securities Act.

What is a 144 letter?

Form 144 must be filed with the SEC by an affiliate as a notice of the proposed sale of securities when the amount to be sold under Rule 144 during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000.

What Does Rule 144 apply to?

Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (affiliate) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.

What is the Rule 144 holding period?

The Rule 144 holding period for the resale of restricted securities is six months from the date of sale for securities issued by a reporting issuer or one year from the date of sale for securities issued by a non-reporting issuer.

What is the difference between Rule 144 and 144A?

Rule 144A, which limits resales only to QIBs, and Rule 144A is only available in respect of certain securities. Rule 144, pursuant to which resales can only be made in compliance with the holding period, volume and manner of sale requirements.