Rule 144
Rule 144 - provides for the sale of restricted and control stock
.
Filing with the SEC
is required prior to selling either restricted or control stock.
The number of shares that may be sold is limited.
Exempt persons (from the definition of an underwriter
) are allowed to sell securities without registration.
No limit on amount of stock that may be sold, but listed stock must be lower that 1% outstanding or 4 week average weekly volume.
If selling more that 500 shares or over $10,000 seller must notify the SEC at time of placing order.
If not sold within 90 days of notification, an amended notice must be filed.
Restricted stock
- stock that is not registered and is acquired by an individual through private placement. Must be held for 2 years.
Control stock - no holding period
requirement - stock acquired by an affiliate (officer or director
). This stock becomes unregistered. Stock must be sold according to rule 144