Who is a control person under Rule 144?
Rule 144(a)(3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.
Who is an affiliate under SEC rules?
1. The term affiliate is defined in Rule 405 promulgated under the Securities Act of 1933 as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
What is a restricted security?
Restricted securities are securities acquired in an unregistered, private sale from the issuing company or from an affiliate of the issuer.
What is an affiliate of the issuer?
An affiliate of an issuer is a person controlling, controlled by or under common control with such issuer. An individual who controls an issuer is also an affiliate of such issuer.
What is a control person in the securities laws?
The securities laws use the term “ control person ” in a number of contexts and the meaning changes, depending on the context. Generally speaking, Control Person means an individual that directly or indirectly exercises control over another person.
What is “control and control person”?
Under the Investment Advisors Act, “Control” and Control Person means The power, directly or indirectly, to direct the management or policies of a person, whether through ownership of securities, by contract, or otherwise.
What is a control security?
Securities held by an affiliate or person with control of the issuer are known as Control Securities. Control Securities can be registered securities pursuant to a registration statement declared effective by the SEC or unregistered securities issued under exemptions from registration such as Regulation D.